Omni: The shapeshifter of Remnant
by Luckyplains13
Summary: What if during a freak accident during a fight with Fistrick, Ben is sent to the world of RWBY? Watch as he makes new friends, makes new enemies, and maybe fall in love? This story will have a OC Ben and this takes place in Omniverse.
1. New world and the sighting

Ben 10 and RWBY crossover.

**Authors note: Hey guys and girls! I have been watching and reading more Ben 10 related stories and I noticed something. Ben can fit in almosy every and any anime or cartoon he wants. There are some exceptions but he just fits in somehow. I started thinking 'What if Ben was teleported to the world of RWBY?' I mulled it over in my head and started to like the idea, so here it is. This may be a one-shot and it might become one of my stories. I will try to update 'Guardian of the ocean' as soon as I can but school is kicking me is the ass. Thanks for everything and I hpe you like this. Ja'ne!**

**I do not own Ben 10 or RWBy. They are the products or Rocket man and Rossterteeth. I own the this idea though.**

"Person or creature speaking."

"_Person or creature thinking."_

Chp 1: Arrival and initiation.

Our young hero, Ben Tennyson, sighs as he sips from his smoothie and looks at the rolling clouds. Not much has been happening on planet Earth or any other planet for that matter. It's almost like the universe was peaceful and nothing could go wrong. Ben slurps his smoothie and stands up before throwing the finished smoothie in the trash. He grabs his white jacket and throws it around his shoulders before walking toward the sidewalk. Ben pulls his arm to his face and stares at the Omnitrix. It was a small white watch that had a green faceplate that when pushed, a holographic screen would appear with his aliens. Ben frowns as he looks at the sky and wonders.

He really like the Ultimatrix and he didn't want to give it up. But due to the constant use of going 'Ultimate' and many other things, it slowly crumbled away. When this had happened, Azmuth gave Ben the Omnitrix and explained about it. It would now be easier to use and it would retain the 'Ultimate' function. (**Authors note: I know that in the show, Ben can't go Ultimate but I wanted to add it and I added it for a reason.**) After that Ben had gotten a new partner. His name was Rook Blonko, a Ravongahander, and they didn't get along at first. But as they fought and hung out together, they slowly became best friends.

It had been a year since they met and Ben doesn't regret it. They fought enemy after enemy. They defeated the Zs'skayr together and slowly but surely gave the universe peace. At the beginning, Rooks family didn't like him but they slowly turned around and accepted him. Rook was on his home planet celebrating his brothers birthday and he wouldn't be back for a few days. At first, Ben wanted to go with him but Rook insisted that he stay home just in case of something. Ben did buy the little one, a small chemistry set. The little one wanted to become a scientist and help out as much as he could.

Ben pulls out his cell phone and looks at the time. It was 2:30 p.m. and nothing had happened yet. Only small bank robberies and things along those lines, had happened in the last few days. Ben looks up at the sky and asks the universe.

"Can you please give me something to do?"

His prayer or question is answered as Fistrick plies by on a small hover bike. He was carrying a small box with strange care and he was gunning it. Ben grins and looks up again and yells.

"Thank you, universe!"

He pulls his Omnitrix to his face and finds the alien he was looking for. He slams the dial down and a bright green flash takes place. The young hero's skin starts turning into a slick black and his arms grow out small spikes. His skull reshapes into that of a feline form and his eyes grow large and elliptical in shape.

"Fasttrack!" Ben bellows out with a grin.

_Omnitrix database._

_Alien: Fasttrack_

_Species: Citrikayah_

_Home planet: Chalybeas._

_These beings evolved on the fast planet of Chalybeas. While slower than the Kincelereans, they due run at very fast speeds. They are physically stronger than a Kincelerean and they leave a similar blue trail behind them as they run. It is unknown at how fast these beings can run but it has been spectated to be very fast._

_Database end._

Ben looks him self over and grins.

"Huh? I haven't used this form in a while. Let's see how fast I can go."

He bends his knees forward and takes off in a small sonic boom. He catches up to Fistrick and grins at him. Fistrick growls at him before pulling out a pistol. He shoots and Ben dodges it easily. Ben sticks his tongue out at Fistrick and punches him of the hover bike. Fistrick grunts as he bounces of the pavement and through a brick wall. Ben watches as the bike swerves before hitting a building and exploding. The blue feline zooms over to the hole and walks through it. Fistrick is getting up and he is pointing another pistol at him.

Fistrick pulls the trigger and the laser flies toward Fasttrack. Ben grins and dodges it before punching Fisttrick in the face at full speed. Fistrick screams as he flies through a couple of boxes. Ben chuckles and asks.

"What did you steal today, Fistrick?"

Fistrick picks himself up and growls.

"None of your damn business."

Ben raises an eyebrow and says.

"Oh, but it is my business. I protect this town and the planet. So please tell me what it is."

Fistrick puts the small box on his belt and charges at Ben screaming "Not a chance!"

Ben shakes his head and dodges Fisticks fists. He jumps up and kicks the wannabe punks head before sweeping his feet out from under him. Fistrick lets out a surprised "Whoa!" before rolling out-of-the-way of Bens fists. Fistrick stands up and pulls out a small round orb. Ben raises an eyebrow and asks.

"What's that supposed to do?"

Fistrick grins and chuckles evilly.

"Oh, nothing. Except release a high-pitched noise that only animals can hear."

Ben widens his eyes and zooms to Fistrick. He is too late as, Fistrick pushes the button down. Ben screams in pain as the high-pitched ringing assaults his enhanced ears. He drops to his knees and starts gritting his teeth together. Fistrick chuckles and walks over to the downed form of Ben. Ben looks up and sees Fistrick's feet getting closer and he moves his hand to the Omnitrix symbol on his chest. He waits until Fistrick is closer until slapping the dial. Fistricks covers his eyes from the bright green flash and growls at Bens form.

"Bloxx!" Ben yells in a scratchy voice.

_Omnitrix database_

_Name: Bloxx_

_Species: Segmentasapien_

_Home planet: Polyominus_

_These beings evolved on a harsh planet that has been ravaged by war for thousands upon thousands of years. Their bodies seem to be made of a type of building blocks that can be replaced or removed easily. They are considered to be one of the oldest species in the universe. Their names are ironic due to their almost strange fascination with building things in segments._

_Database end._

Ben stands up and glares at Fistrick before crushing the small ball with his large hand. Fistrick grins and throws a punch at Ben and Ben dodges it before slapping Fistricks face with his Lego like hand. The punk jumps up and pulls out a small hand grenade like object and throws it at Ben. Ben widens his eyes and folds his body into a small ball. The ball explodes on contact with his hardened skin and ben feels himself be pushed away by the blast. Fistrick grins as the smoke bellows out of the area and takes the small box from his belt. He opens it and starts typing something into it. He never gets the chance to finish as a elongated brick fist slams into his head.

Fistrick flies back and hits the back wall with a large thud. He glares at Bloxx as his body regenerates. Ben grins a little at the glare and begins to taunt.

"Is that all you got, boyo?" Fistrick stands up and is about to charge when a small 'beeping' noise catches their attention. They both look at Fistricks hand and sees the small blue box is beeping and whirring dangerously. Fistricks widens his eyes and tries to pull the box from his hand. It doesn't move and Fistrick starts to scream.

"Get it off! Get it off!"

Ben runs over and looks at the small beeping box and asks.

"What is this thing?"

Fistrick is too panicked to answer but Ben slaps his head and Fistrick answers.

"It's a chronological dimensional transporter!"

"It's a what?" Ben asks while yanking on the small box. He fails and his hands burst into pieces before regenerating.

The small box starts beeping faster and Ben yanks harder. The box finally gives way and he and Fistrick falls to the ground. Ben throws the beeping box to the other side of the room and runs over to the downed Fistrick. He grabs him and shakes him awake.

"What does this chronological dimension thing do?!"

Fistrick coughs and says.

"It gives the user the ability to jump dimensions almost instantly. And it's overloading. If it goes off, this entire town will go with it."

Ben widens his eyes and throws Fistrick to the ground. He points to the open hole and yells.

"Get out while you can. I will try to stop it."

Fistrick looks at Ben for a second before running out of the warehouse screaming. Ben turns around and stretches over to the small beeping box. He picks it up and opens it. Various letters are going across the screen and Ben couldn't understand any of them. He starts poking random buttons and a timer comes into view. It had 30 seconds on it and it was slowly counting down. Ben widens his eyes and he starts pushing random buttons again. The Timer hits 10 seconds and Ben says.

"Ah, hell.."

He puts the small box down and rolls into a ball. He scoops it up and puts it to his chest and waits. The box slows down and Ben sees the counter hit 3.

_3.._

_2.._

_1.._

"_I had a good run didn't I?"_ Ben thinks to himself as the timer hits 0. Hot searing pain is all Ben could feel and with it came the matter displacement. He wants to scream but he can't due to the massive amount of pain he was feeling. He pulls himself into a tighter ball and slowly feels his life leaving him. He somehow feels something through all the pain and destruction. It feels like a suction effect and complete nothingness. Ben opens his eyes and he sees absolutely nothing. He looks around through all the pain and asks himself.

"Is this heaven or hell?"

He doesn't get an answer but he does see thousands upon thousands of lights pass his vision. He screams a little as he feels his very atoms and molecules be broken down and almost pushed through an atom sized hole. Pitch black is all that awaits him and Ben looks around. He is already regenerating and he feels the pain slowly go away into that of a dull ache. A bright light feels his vision and Ben moves toward it. He blinks as a bright light feels his vision and he feels gravity takes its course. He screams as gravity starts pulling him toward whatever was below him. He turns himself around and looks down at the approaching…ocean?

He blinks to himself and shrugs his shoulders before looking down at the Omnitrix on his chest.

"Either give me a swimmer or a flier. I don't want Humongosaur or Way big. Give me something that can fly or swim!"

He slaps the dial down and feels his body change and the water hitting his body at full force. In the distance is a small fishing boat.

_At the fishing boat._

An old man yawns as he looks at the bobbing fishing lure. He blinks as a bright green light feels the ocean and he leans over the edge. He says something to the air and other people walk over to him. He points to the water and starts speaking in a strange dialect. They start screaming and backing up as a large dark shape swims toward them. The old man leans forward a bit and jumps from his seat as a head pops from the ocean. It had white scaly skin and large jaws that could bite through steel. It had a small glowing bulb on its head and its gills flare in and out. The being smiles at them and starts speaking in a weird tongue.

_With Ben_

Ben sighs in relief as he looks at his form. He luckily got Ripjaws from the Omnitrix and he was happy to get that. He looks around and sees a small dark shape in the distance. He blinks in surprise and thinks.

"_Maybe those fishermen can help me. I hope they're not poachers.."_

He nods in acceptance and starts swimming toward the small boat. He hears some strange language and blinks at the dialect. He shrugs his shoulder and pops his head out of the ocean. He smiles as a fisherman backs away for a second and ben asks.

"Hi! Can you tell me where America is located?"

The man starts screaming in a strange language and Ben frowns. The Omnitrix blinks and Ben looks down at it.

_Initiating universal translator._

Ben blinks as the strange words slowly become clear and he hears the fisherman scream.

"It's a Grimm!"

Ben frowns and says.

"Now, I am not this Grimm thing as you called me. My name is Ben Tennyson and can you point me to The United states of America?"

The man stops screaming and looks at the fish man in the water strangely. Ben blinks as he walks forward to the boat and asks.

"You can understand me?"

Ben nods his head in affirmative and asks.

"Yes, I can. Now.. can anyone point me to the United States?"

The fisherman blinks and waves his friends over. The fisherman starts whispering to them and they nod. The fisherman leans forward and asks.

"What is this 'United States'?"

Ben blinks in surprise and looks at them with an 'are you kidding face?'

"The 'United States of America' the place where all me and women are equal, and freedom reigns supreme? You've never heard of it?"

The fishermen nod their heads 'no' but their faces show surprise at the 'all men and women are created equal.' Phrase. Ben groans in fear and asks.

"What planet or continent am I on or near?"

The fishermen glance at each other and say.

"You are on the planet Remnant and you are near the continent Vale."

Ben blinks at the name and asks.

"Okay. Can you guys point me toward this 'Vale' place?"

They all nods their heads and point west of the fishing boat. Ripjaws looks in the direction and says.

"Thanks."

He is about to swim off but the fisherman stops him.

"What are you?" he asks timidly and with a little fear on his face.

Ben looks behind him and grins, showing of his large teeth, before saying.

"I'm just a kid, who can transform into aliens and an everyday superhero. May you have a nice day!"

Ben waves at the men before diving under the water and swimming in the direction pointed. Ben frowns to himself and thinks.

"_I really hope, that this isn't another 'alternate dimension' thing again.."_

_Later that night._

Ben sighs as his little lantern guides his way through darkened water. Thanks to the Life Form lock, he had been swimming for at least 4 hours and the Omnitrix must be getting low on power. He swims up to the top and looks around. He smiles as he can see lights in the distance and he looks up. He nearly jumps out of the water in surprise at the moon.

"What in the hell happened to the moon?!" Ben yells to the sky.

Ben stares at the destroyed at cracked moon in the sky before rubbing his eyes. He blinks once more and frowns.

"I really had to jinx myself."

He sighs and starts swimming toward the lights in the distance. What he doesn't know, is that he was about to meet a great group of people and make some new enemies.

_At the Vale city docks._

Blake looks at Sun as he rush's off to get some food. She sighs and looks toward the ocean and frowns. She can vaguely see a large shape moving above the water and it could only be a shipment or a cruise ship. Blake couldn't tell due to the distance. Our cat eared ninja sighs once more and waits for the ship to dock.

_Back with Ben_

Ben slows down in his swimming and looks at the town in the distance. The houses seem to be French styled but more modern. he frowns and looks at the Omnitrix dial on his chest. He blinks in realization and slaps his forehead. He can try calling Grandpa or Kevin. He taps the dial and says.

"Can anyone hear me? Hello?"

He gets static in response and he sighs in sadness. He jumps in surprise as a large ship passes near him. Ben moves out of the way and glares at the ship.

"You almost hit me, assholes!" Ben yells while shaking a fist at the ship.

He blinks as a certain smell reaches his nose. He takes a whiff of the air and growls. The ship smelled of blood and human blood at that. He dives under the water and starts following the large ship. His snaps his jaws together and is satisfied at the loud crunch he hears.

Ben grins to himself and says "Time to bust some bad guys.."

_A few minutes later_

Ben blinks as some men walk from the ship and look around. They look like normal sailors but something just looks fishy about them. Ben snickers at his own joke before swimming toward a low dock. He jumps on it and slaps the dial. His skin become sleek and his back grows large moth like wings. His neck elongates slightly and his eyes become large and bug like.

"Big Chill!" Ben says with a raspy chilly voice.

_Omnitrix database_

_Species: Necrofriggian_

_Home planet: Kylmyys_

_This being are large insectoid, genderless, moth men. Their body comes in a variety of blueish colors but they are mainly blue and white and their wings can fold up around them giving them the appearance of a phantom. These beings can breathe ice, fly at amazing speeds, and turn intangible for a untold amount of time. They don't need to breath as they can survive in the vacuüm of space and underwater. Their weakness are other enemies who can become intangible and their natural predator, the Hynotick. The last one is unlikely due to it being hunted to almost extinction._

_Database end._

Ben turns intangible and flies through the ships hull and looks around. The cargo bay is oddly empty and the only things their are some large shipping creates. He flies over to one and reads the name imprinted on the side.

"Schnee Dust company?" Ben asks with a frown on his face. He flies through the shipping container and floats down. He looks at the pallets in the container and scratches one with his finger. A bright light feels the container and Ben blinks as he looks at the fine dust.

"What in the world due they want this 'glowy' dust?" Ben asks while looking at the small pile in his hand. The Omnitrix blinks and starts speaking.

"Unknown substance has been found. Acquiring sample for security and protection update."

Small black tendrils shoot out for the Omnitrix and takes samples of the weird dust. Ben blinks as the tendrils faze back into the dial and he says quietly.

"Thats a new feature..."

He release a "Woah!" as the ship lurches to its side before settling down. He passes through the container and looks around. He can hear the faint noises of a battle outside of the ship. He flies through the ships hull and nearly lets himself be seen.

A black-haired girl is being surrounded by men with white clothes and visors. Their chests have a strange bear on the front and the girl is speaking to them. She reaches up toward her hair and pulls of her bow. Two small black cat eras come into view and the men shuffle a little bit. Ben mentally slaps himself as he looks at the cat ears on the girl's head. They seem to twitch with every sound and they look very real. Ben shakes his head and stares as the men draw their weapons. The girl quickly acts and jumps into the air before drop kicking some of the men away. Anew voice is heard and Ben turns around and blinks owlishly at the scene.

A boy with a monkey tail is absolutely decimating some of the armed troops. Ben is hesitant about helping but relents as he sees that they have everything under control. He is about to fly away but movement catches his attention. A single soldier is sneaking up on the girl and is about to stab her. Ben rushes over and phases through the man.

_With Blake_

Blake parries another sword thrust before hitting another grunt into the dirt. A sound catches her attention and she turns around with her weapon drawn. A grunt is frozen in a large block of ice with his sword held high. Blake blinks and touches the ice before dodging another sword swipe. She looks back at the frozen grunt and wonders.

"_That ice is too cold to be normal."_

_With Ben_

Ben smiles to himself as he watches the grunt freeze and stop moving. He chuckles at the cat girls face before looking around at the soldiers. He grins and starts flying through a large group of them. In seconds they are all trapped in ice blocks. Ben smiles to himself before turning around. A new voice catches his attention.

"What in the hell is going on?!"

He turns toward the voice and nearly bursts out laughing. Standing at the edge of a battlefield is an orange haired man wearing a bright white tux and a black bolo hat. He was carrying a cane and smoking a cigar and he looked mighty pissed. Ben smirks and flies behind the man. He turns visible again and says.

"I'm whats going on."

_With Roman._

Roman Torchwick was many things. He was a thief, a business man, a tactical mind, and a firm believer in taking over the world. What he wasn't however was a man who sat back and watched cannon fodder be turned into ice blocks from nothing but air. A voice interrupts his train of thought and he spins round. His scream catches the attention of the nearby fights and they soon start staring. Floating there ominously was some type of blue moth man that radiated nothing but cold air. The very air around him was being turned into snow flakes. The beings large green eyes shine with laughter and mirth before it says something.

"What? You've never seen a Necrofriggian before?"

Roman takes out his cane and points it toward the being and pulls the hidden trigger. A compact round of dust flies toward it and Roman grins in fear and happiness as there was no way some moth freak could dodge that. He widens his eyes as the blast passes through the being like it was nothing but air. The being grins and says.

"My turn."

It opens its mouth and releases an icy breath that freezes Roman to the ground. Roman struggles but the ice doesn't budge. He glares at the being as it flies off and starts freezing the grunts into solid ice cubes. A lone grunt comes over and starts shooting the ice with some fire dust. Roman looks at the grunt and says,

"Hurry it u. Our ride is almost here."

_With Blake._

Blake stares at the being hovering near Roman. It looked like some type of giant blue moth man but it had some type of cold aura coming from it. She is about to scream at the creäture as Roman shoots at it but her scream dies short. The shot passes through the being like it was nothing but air and the being grinned before freezing Roman to the ground. She shakes her head as another grunt tries to attack her but she knocks him out with a well placed kick. She glances over at the moth being and watches as it flies over the grunts and freezes them in place.

A large engine noise catches their attentions and Blake glares at the approaching gun ship. It grabs the remaining containers and hovers in place as Roman and the other grunts pile into it. Roman turns around and glares at the being as it freezes the remaining grunts. He yells to the being.

"Your gonna pay, you freak! Your gonna pay!"

The craft hovers off and others soon follow it. Small green sword embed them selves into the last ships hull and start pulling it toward the ground. Blake follows the lines and blinks in surprise at the girl standing there.

"Penny?!" Blake exclaims in shock.

The orange haired, and green-eyed girl looks over at her and smiles before saying.

"I'm combat ready!"

A loud shot is heard and the ships hull is dented inward. Blake looks up and sees Ruby firing Crescent Rose at the ship. Weiss was next to her firing of dust spells left and right. Yang was near them guarding due to her long distance disadvantage. he ships groans from th force but pulls away and follows its brethren. Ruby appears next to her saying words in a large jumble.

"ImsorryBlake!Imsosorry!"

Blake chuckles and pats the girls head. Ruby sniffles and looks up at her with tears in her eyes. Weiss jumps down and is soon followed by Yang. Blake smiles at the boisterous boxer and frowns at the princess. Weiss looks at Blake before saying something.

"I'm sorry."

Blake blinks and says.

"Come again?"

"I'm sorry." Weiss says with a small huff. Blake blinks as well and smiles before saying.

"I'm sorry as well."

Weiss looks at her in surprise and nods her head with a small smile. The group looks around as cops come to the scene and Weiss notices the frozen grunts. She runs up to one and touches it. She pulls her hand back and asks Blake.

"Who did this?"

"I think that you mean 'what' did this?" Blake answers as she walks over to the frozen grunt.

Weiss looks at her confusedly and Blake explains.

"Some type of Grimm or creature appeared and it froze the grunts. It looked like a giant blue moth man but it could speak."

Yang walks over to the frozen grunt and taps it.

"A giant blue moth man? You sure that you weren't hallucinating?"

lake glares at her and huffs before saying.

"I wasn't hallucinating and it is right her-"

Blake stops as she looks around for the being. It had mysteriously vanished without a trace. She looks around for Penny but only sees a black limousine drive away. She shakes her head before saying.

"Well, it WAS right here..."

The group stares at her in concern but she waves them off. She doesn't notice the large green eyes following their moves.

_With Ben._

Ben watches with extreme interest as the orange haired girl pulls the strange aircraft near the ground. He turns toward where the loud shot comes from and drops his mouth in shock.

"_Little red riding hood with a large scythe that can shoot bullets?! Where in the multiverse am I?"_

He shakes his head from the thoughts and looks at the ship fly away and he is sorely tempted to chase after it. He stops himself and looks as the black-haired girl is hugged by the little red riding hood. He smiles at the interaction of the small group and laughs as the cat girl looks around for him. He watches them walk away and flies off toward the forest.

"This is going to be an interesting adventure.." Ben says to himself as he descends into the woods. He chuckles maybe this can aleve him of his boredom for a while. Or until Paradox finds him and takes him home.. Which ever comes first. He lands and transforms back into his human form and starts walking toward the town again. He frowns as he thinks of his family and friends back home.

"_I will get home, guys. Just wait for me and I will get home."_

End chapter

**Authors note: Hey guys and girls! I really liked writing this little chapter. It was something new for me and it might even kick off someone's imagination. I am sorry for any grammar or spelling mistakes. When Ben transforms should I still ca;; him 'Ben' or by his aliens name? If you have ant tips or tricks for me, leave them in the review and thanks for reading!**

**This is Luckyplains13 signing out.**


	2. I have to go to School!

Ben 10 and RWBY crossover.

Omni: The guardian of Remnant.

**Authors note: Hey guys and girls! I have been getting some good reviews about this story and thanks for the advice guys. You know who you are... But I am thinking of continuing this story. I am sorry for any grammar or spelling mistakes made last chapter and for the ones in this chapter! I hope you like this chapter and I have begun writing the next chapter of Guardian of the Ocean. It should be up by the end of this week. Thanks for everything! Ja'ne!**

Chp 2: I have to go to school?!

Bleary green eyes open and squint at the sunlight coming through the window. Ben leans forward and blinks the sleep from his eyes. He swings his feet over the beds side and scratches his head. And with a yawn, he walks into the bathroom and looks at himself in the mirror. Ben sighs before starting up the shower and stripping. He closes the curtain behind him and sighs in relief as the warm water wakes him up.

_A little while later_

Ben walks out of the bathroom with a happy sigh. He puts on a small green t-shirt and slips on his white jacket. He zips up the zipper and straightens out the collar before opening the curtains. He squints a little before smiling at the small city in front of him. Ben grins before running out the door and shutting it. He leaps up on the guard rail and jumps up toward the roof. He feels his hand touch the ledge and grabs it. He pulls himself up and smiles as he smells the morning air. The sun was high in the air and the morning dew was still covering the homes. Bens memory drifts back to how he found this small hotel.

_Flashback: Last night after the docks._

_Ben growls as he pushes past a tree limb. Our young hero had been pushing through this forest for the past 10 min. and he had found nothing. He lets out a sigh as lights penetrate the trees and illuminate the path in front of him. He steps over a small bush and looks around at the empty streets. He shrugs and follows a nearby sidewalk. He follows it around a corner and grins a little as a small hotel reaches his vision. He runs up to the building and looks for a service desk or building. He notices one and knocks on the door. Small foot steps reach his eyes and the door opens. The brown-haired youth blinks as he looks at nothing. _

_"Can I help you, dearie?" a small voice says from below Bens sight. Ben looks down and blinks at the little old woman in front of him. She was barely up to Bens chest and she her grey hair pulled into a neat little bun. Her small wrinkly face shows age and her eyes show an untold amount of wisdom. Her body was covered in a small night robe and Ben chuckles at the small bunnies on them._

_"Uh... I would like to rent a room, please?" Ben asks while bending down a little._

_The little old lady smiles a little and nods before walking back inside. Ben tilts his head a little and leans back on his heels. The old lady walks back outside and holds out a little key. Ben looks at her and hesitantly grabs it._

_"What about the payment?" Ben asks with a raised eyebrow. The old woman chuckles and points at the sign before walking back into the building with a small 'click' of the door closing. Ben turns around and looks at the sign then deadpans. The sign said 'Staying is free!' in large bold letters. Ben shakes his head before screaming._

_"Thank you!" He jogs up the stairs and finds his room. He looks at the number and makes sure before putting the key in the hole. The door clicks and Ben pushes it open with a hesitant push of his hand. He walks in and is surprised at the interior. A large bed lays in the middle of the room and a small nightstand lays next to it. The bed is covered in a flower patterned blanket and a small white lamp is sitting on the night stand. Ben smiles a little at the smell before closing the door and walking over to the bed. He kicks off his shoes and jumps on the soft bed. He sighs at the softness and looks up at the old white ceiling. _

_"I'll worry about this 'new dimension' thing in the morning." Ben says with a small yawn. He takes off his jacket and chucks it in a corner before wrapping himself in the sheets. Bright green eyes droop before closing and soft breathes are heard from the bed._

_End of the Flashback._

Ben smiles softly before jumping of the roof. He grunts as he lands on a bush and jumps to his feet.

"I _really should of thought that out before jumping." _Ben thinks as he shakes of the shakes in his legs. Ben sighs as people look at him and whisper in their weird dialects. They varied but the main phrase used was.

"Where did he get those cloths? And is he a visiting for the festival?"

Ben grumbles to himself and starts thinking.

"_I'm in a new dimension and I have no idea where I am or whats on this planet?"_

_"So where could I get the best source of info. quickly and easily?" _Ben asks himself and he snaps his fingers. He looks around and sees a man sitting at a small table. He walks over and asks a question.

"Um, excuse me...Where is the library?"

The man looks up surprised by the voice but he points to a small building at the end of the street. Ben follows his finger and nods before turning back.

"Thanks!" Ben says while running toward the small building. He frowns at the size but shrugs his shoulders before walking in the store. He looks around the store and notices a history section. He walks over and his jaw drops at the amount of books. The entire shelf is covered in books that title's range from 'The beginning of Humanity' and 'How Dust gave humanity a chance to live.' Ben shakes his head and whines.

"I have to read all this!?"

He hears a harsh 'shush' and Ben whispers.

"Sorry!"

Ben looks around and notices something that looks like a computer. He walks over and pushes a button. A holographic screen pops up and Ben blinks at it. He grins and types in 'history of the planet.' He glares at the screen as thousands of search results appear on the screen almost mockingly. He looks around and sees no one. He smiles and pulls up th Omnitrix. He dials through it and frowns a little.

"Come on.. Where are you? Ah, there you are..." Ben says with annoyance before switching to happiness. He slaps the small dial down and grins as he feels his body change. His body slowly melts into a small green and black puddle before reforming into a vague human shape. The Omnitrix symbol moves to his head and becomes his eye.

"Upgrade!"

_Omnitrix database_

_Name: Upgrade_

_Species: Galvanic mechamorph_

_Home planet: Galvan B_

_These beings did not come into existence naturally. Azmuth, the creator of the Omnitrix, had tried making Galvan B habitable but the Galvanic mechamorphs came into existence instead. In mere days, they and the Galvans ,created a civilization and became widely liked in the galactic community. They have the ability to merge with almost all technology and make it better. They can also split themselves into smaller beings but this is only possible if the Galvanic mechamorph had absorbed an animal mechamorph. They are weak against acids, electromagnetic pulses, and magnetic fields. This is one of Bens favorite original aliens._

_Database ends_

Upgrade looks himself over and smiles before merging with the console. The library attendant pokes her head around the corner and looks around for the bright green light. She shrugs her shoulders and walks away not knowing of the small bulbous head sticking out of the console.

"That was a close one..." Upgrade said before merging completely with the console.

"Lets see what this planet is about!" Upgrade says excitedly while he absorbs the info.

_Little bit later._

Upgrade jumps out of the console and slaps the dial on his head. He transforms back into Ben and Ben smiles a little at the info he had just acquired.

"_So this 'Dust' is a highly adaptable and moldable substance that can be used for almost anything and these 'Grimm' are beings that are said to have no soul or aura. And I'm on the continent 'Vale' and people named 'Hunters' and 'Huntresses' protect the people like heroes." _Ben thinks to himself while walking out of the door. Ben frowns as another thought comes to mind.

"_And these 'Faunus' people are humans that have 'Grimm' Dna in them and they are considered monsters by the populace. kinda like the Plumbers kids back home..."_

Bens thoughts are cut off by a loud explosion. Ben covers his eyes as the building across from him explodes. He opens his eyes and looks as the same men from last night run from the smoke. He blinks as people around him scream and run away as the men open fire with their rifles. Ben jumps behind a parked car and pokes his head around it but pulls it back as a shot rakes past his head. He flinches as the shots hit walls and explode before pulling the Omnitrix up to his eyes. He pushes the side buttons and watches as the symbols pop up. He searches and searches for the one he wants and he grins when found.

"Its' hero time!" Ben yells while grinning. He slaps the dial down and feels his body change. His body slowly turns into an ooze before a small UFO flies around it and pulls the ooze into a human shape. With bright green light, standing in Bens place is a green gelatinous humanoid being with a hovering UFO above its head. Certain parts of the ooze is pointing upward toward the small metal disk.

"Goop!"

_Omnitrix Database_

_Name: Goop_

_Species: Polymorph_

_Home planet: Viscosia_

_These unicellular beings evolved on the lava planet of Viscosia. They are gelatinous beings that are able to change into any shape possible and turn into corrosive acid if wanted. They need an anti-gravity projector to move around on different planet than their own and if they are separated the ooze is rendered inert until the projector retrieves it. The small UFO above their head is actually the organism itself and it can act independent to the ooze. This is one of Bens favorites as well but it is hardly used unless needed. _

_Database ends_

Goop looks himself over before standing up. The armed men arm their weapons at him and they just stare at him. One shakes out of his stupor and shoots Goop. Goops body explodes and the men grin thinking that they just killed him. They are all surprised when the UFO reforms Goop and Goop says.

"Now that just rude.."

The men never get the chance as Goop flies over to them and melt away their guns. The swipe at him only for their fists to pass through his ooze. Goop grows his fists to large levels and brings them down on the crooks heads. They bounce into the ground and Goop stands as an energy blade pierces him. The grunt stares in shock as the blade dissolves in the body of Goop and he looks up. Goop is looking at him, his bright green eyes alight with unsettling giddiness before releasing a devastating punch to the grunts face. Goop looks around and sees many of the people around the area pointing and whispering about him. He turns his head around as sirens pitch the air and is about to fly off when a voice catches him.

"Are you a super hero?"

Goop turns his head around and looks down. A little girl is staring at him, her little cats ears are twitching with every sound and her blue eyes are staring at him full of awe and wonder. Goop looks around and bends down. He pats her head and says with the high-pitched scratchy voice.

"That I am, little one. There's no need to worry about those type of people any more."

The little girl gasps and Goop chuckles before eye smiling. He stands up and gives everyone a two-fingered salute before flying away. Cop cars pull into the scene and get out of their cars. One of the men walks up to the little girl and asks.

"Who did this to the bad men?"

The little girl smiles a crooked smile and says.

"A superhero did."

The cop blinks at her and waves it off before moving on to other witnesses.

_Back with Ben_

Goop hovers in the sky for a few seconds before dropping down into an alley. He reforms and slaps the dial on his UFO. With a bright green flash, Ben stands in his place and Ben is grinning from ear to ear. He walks from the alley and into the streets and he was about to go home when his stomach rumbles. Ben grabs his stomach and whispers,

"Need smoothies and chilly fries..."

He looks around and sees a sign that says 'Frozen beverages!' and Ben grins at the sign. He runs over to the shop and pushes open the door. People are all around and they are slurping on some smoothies and Ben couldn't feel happier. He is about to go and order when he notices something. He doesn't have this planets currency. He slumps and walks out of the door. His stomach grumbles and Ben pats it.

"I know buddy. I know..."

He starts walking down the street when he notices something. It was a small shop and it had crystals on display. Next to the crystals it said 'We buy any and all crystals!', Ben nearly jumped in the air about that but he relents. He runs into the nearest alley, ignoring the strange looks he was given. He dials through the Omnitrix and finds the alien he wanted.

"I really don't want to use this form like this but I have no choice.." Ben says with a small frown but he slaps the dial down and changes.

His body changes from carbon into silicon and his bones become more angular and defined. Four spikes grow from his back and his skin turns into a light green crystal. His eyes become small and rectangular before he finishes,

"Diamondhead!"

_Omnitrix database_

_Name: Diamondhead_

_Soecies: Petrosapien_

_Home planet: Petropia_

_These silicone beings evolved on a floating piece of crystal named Petropia. They are made of a nigh indestructible crystal named Taydenite. They have the ability to control any and almost all crystals (Crystalkinesis) and can change the shape of their bodies as well. They are considered ageless due to their composition. They are highly weak against string sound waves due to their crystal nature, He can become stuck if his crystals on his back are lodged._

_Database end_

Diamondhead raises his hand and a large green crystal raises from it. He grimaces at himself and punches the crystal. It shatters and falls to the ground in multiple fragments. Diamondhead slaps the dial on his chest and reverts back to Ben. Ben is frowning at the crystals but her sighs and collects them. He puts them in his pants pocket and walks out of the alley.

"_I really don't like doing that..." _Ben thinks as he walks into the store. He had gotten over using the Omnitrix for his personal gain but he needed the money until someone or he somehow finds a way home. He walks up to the cashier and thinks.

"_Time to exchange.."_

_A few minutes later_

Ben walks out of the shop with a small smile on his hand. He turns around and chuckles at the shop keepers face as he looks at the crystal. The man had literally given him the cash register when he had shown him the Taydenite crystals. Ben now had enough money to last him a long while and he still had some crystals for extra when needed. He walks back to the smoothie store and walks up to the cashier.

"I would like 1 ham and chocolate smoothie please?" Ben says with a small smile. The cashier looks at him with an incredulous look on his face before saying.

"3 lien please?"

Ben hands him the coins before looking up at the TV. He nearly face plants as Goop appears on the screen and the headline under it says 'Is there a new hero in Vale or is it just a delinquent?' Ben glares at the TV but blinks as he hears his order be called out. He walks over and grabs the drink before walking over to a lone seat. He sips the drink and is satisfied at the flavor. He smiles as some of the people from the fight are saying good things about him and frowns a little at the bad things said. He shrugs his shoulders. You have to win some to lose some.

_At Beacon academy lunch room_

Team RWBY and JNPR sit around their table eating their lunches. Small ringing noises catches their attentions and they all bring out their scrolls. The fight scene plays across it and various reactions are seen. Nora, and Ruby look at the fight with child like awe and excitement at the possibility of a superhero. Ren and Blake stay quiet and watch the video play out. Yang just looks at it with a grin before punching Blake's shoulder. Pyrrha stares at it with confusion and Jaune stares at it with determination. Weiss is analyzing the video before shaking her head. Yang speaks first.

"Apparently, you were right Blake."

Blake glares at her but smiles at the end. Team JNPR look at the others with confusion.

"You've seen this person before?" Pyrrha asks with a raised eyebrow.

"Blake has but she seen a blue flying mothman that could breathe ice." Yang says with a shrug of her shoulders.

Nora gasps and says "I wonder if he could fly, shoot laser beams from his eyes, and Maybe he can shoot missles from his back!"

Weiss humphs and snobby remarks.

"It's probably some delinquent with a special semblance, looking for attention."

They all just stare at her but Jaune breaks the silence. "Maybe we can go look for him/her or it and find out who it is?" "_And I can ask for some training lessons as well." _Jaune finishes with the last part in his head. Nora jumps up in her seat and starts bouncing up and down saying.

"Yeah!"

They all nod and stand up as the bell rings for the next classes to start. They wave at each other before walking to their respective classes.

_Back with Ben_

Ben smiles and pats his stomach as he makes his way back to the hotel. He kicks a small tin can across the street into a trash can. He pumps his fist and says.

"Score!"

He waves to the old woman before walking into his room. He kicks of his shoes and stares out of the window. The sun was setting and Ben was feeling a bit tired. He yawns and pulls of his jacket before throwing it with his shoes. He jumps on the bed and sighs at the comfort.

"Come on guys..Find a way to get me home. I don't want to stay here for ever." Ben says before rolling over and falling asleep. He can take a shower in the morning.

_The next morning_

Ben stretches as he gets up and throws the sheets off of his feet. He smiles grogilly and pulls out his cell-phone. He scrolls through the apps and puts on some music. 'On my own' by Ashes remains blare throw the small speakers and fill his ears as he enters the shower. As the lyrics enter his mind he feels him self drifting away. He thinks of his friends and family back home. The lyrics 'I don't want to fight alone any more!' remind him of his bad habit of shouldering everything. The water hits his eyes and he blinks the water from his eyes and continues washing. After about 5 minutes of washing he steps out and dries off. Before walking out into the room, Ben looks at himself. His brown hair is still matted and blown out and his green eyes are still green and cheerful. But he feels empty and he doesn't have any one there to take that away. e grabs his phone and turns of the music before scanning through the apps again.

He finds the 'gallery' app and open it. He taps the folder that said family and scroll down it. He stops on the picture of him, Gwen, Kevin, Rook, and his family standing in front of a smiling grandpa Max. That was for his birthday and Ben still remembers the food fight that happened. He couldn't get the icing out of his hair for over a weak! He goes down to another picture and whines. It was him in his human form being crawled over by little Necrofriggians. After Big Chills offspring flew away, Ben always felt a connection with them. He knew when they were scared, when they were hungry and happy. A few months before the transport accident, they all arrived at his home looking for 'Mommy' as Kevin had put it. Kevin had a black eye after that and a bruised rib.

Ben had a very hard time telling his parents about their 'grandchildren' but they warmed up quickly. Kevin had given Ben the nickname 'Mommy' and for some reason it stuck. Ben was proud of one thing though, he was a very good mom. He taught them all how to speak, write, and many other things. His entire room was covered in drawings from his little ones and Ben couldn't have been happier. Ben closes the app and smiles a little. He can still feel his connection to them but it was faint. He could feel their distress and he could only soothe it. That didn't help much and they just cried louder. Ben nearly bends down at their pain but he calms them by thinking.

"_It's okay, my little ones. Mommy is just fine. I'm just on a long vacation trip. Stay with grandpa and grandma, alright?"_

He hears their cries but he smiles as they relent. He raised them to listen to him, and his family. Ben grabs his shoes and puts them on before walking out of the door. He breathes in the morning air and smiles before grabbing his syomach. It growls loudly and it hungers for food. He waves toward some people as they walk past and Ben takes off in a light jog to the smoothie place. He pushes open the door and smiles at the cashier. He walks up and orders, a chocolate and grasshopper smoothie. The cashier blanches but takes the lien and walks to make the strange smoothie.

"Thats a strange smoothie flavor, young man." Says a strange but aged voice from behind Ben.

He turns around and blinks at the man. He stood above Ben by at least a head and his silver hair framed his green eyes. Thick rimmed glasses cover his face and he was wearing a strange outfit made for a teacher. Ben raises an eyebrow at the steaming coffee mug but shrugs his shoulder before saying.

"It's actually pretty good, once you try it at least.."

The cashier returns with Bens smoothie and hands it to him. Ben grabs it and says "Cheers!" before walking over to a table. The m,an follows him and takes a seat and Ben asks the first question.

"Okay..What do you want?"

The man pushes his glasses up and responds.

"I believe that it is polite to introduce ones self before any conversation is started?"

Ben sighs at the old saying and looks at the man.

"Benjamin E. K. Tennyson or just Ben 10." (**Authors note: I added a middle name.**)

The man nods and sticks out his hand.

"Headmaster Ozpin of Beacon academy." Ben widens his eyes and hesitantly shakes his hand. This man was the famous headmaster of Beacon? He didn't look like much but appearances can be deceiving. Ozpin takes the initiative and brings up a video. Ben watches the video and narrows his eyes. It was pictures of Goop and the camera was zoomed in at the Omnitrix symbol. Ben looks up and says with a small growl.

"What do you want?"

Ozpin raises an eyebrow at the young man and leans forward.

"How do you know its 'you' that I want to talk too?"

Ben scoffs and slurps on his smoothie. "You look like a smart man and I kinda can't hide the symbol, now can I?"

Ozpin is surprised at the observation but he nods his head. He pulls out a large folder seemingly our of nowhere and lays it in front of him. Ben opens it and blinks at the papers. It was a registration form and it was for...Beacon Academy? Ben looks up and narrows his eyes.

"What is this?!"

Ozpin chuckles and sips on his coffee.

"I would like you to join Beacon academy and her students."

"Why?" Ben asks while pushing the holder to Ozpin. Ozpin frowns but grabs the folder and puts it away.

"You can help humanity win the war against the Grimm. And you can learn more about the world and I won't even ask you about your transforming ability." Ozpin says with an analytical gaze aimed at Ben.

"What would I get out of this?" Ben asks with a raised eyebrow and a slurp of his smoothie. Ozpin raises an eyebrow at the question but answers.

"You could learn to fight more effectively, meet new people, see new things, and stop living in that hotel,and become a hunter."

Ozpin finishes with a small flourish and Ben smiles a little at him. Ben frowns a little and answers.

"I hope that you know, that I will never kill someone if it can avoided?"

Ozpins smile leaves his face and it looks grim for a few seconds but he nods his head. Ben closes his eyes and ponders the offer.

"_If I don't go, I could stay here and protect the people in this town but I couldn't protect the planet the way I am now. But If I would go, free-living and food also the idea of not getting bored. Hell they might even know a way to get me home."_

Ben nods his head and sticks out his hand. "I've got nothing else to lose. I'll go to your battle school even if it's for the elimination of boredom and the chance of me getting home. You have yourself a deal Headmaster Ozpin."

Ozpin smiles and shakes his hand. Ozpin stands up and Ben follows with him. He finishes his smoothie and chucks it in the nearest trash can. Ben pumps his fist in the air and Ozpin chuckles before turning to face him.

"Can you make it to the school on your own?" Ozpins asks with a raised eyebrow.

Ben looks at him and smiles before walking off. He turns around and says.

"Of course I can! See ya later!"

Ben yells this before taking off in a light run toward the hotel. Ozpin chuckles at Ben before making his way through the crowd. He looks up at the rising sun and says to himself.

"This is going to be a very interesting year..."

_Back with Ben_

Ben runs past a shop but stops himself. He turns around and looks at the store. It was a convience store and it was having a '50% off' sell. Ben grins and runs into the store. Time to do some shopping!

_A few minutes later_

Ben grins as he looks through his new backpack. The backpack was a light green like Ben eyes, and it had black line running through it like Upgrades body. Ben smiles as he checks of a mental check list.

"_A few toothbrushes? Check! A tube of minty toothpaste? Check! Tube's of shampoo and conditioner? Check! Small random ball that I can bounch when bored? Double check! Ornaments for my bag? And Check! That's about it not counting my phone or any of that..."_

Ben pus the bag on his back and hooks the straps on the front. He adjusts it and checks the time.

"2:00 p.m.? I got some time left."

He runs into a nearby alley and pulls up the Omnitrix. He dials through it and finds the one he was looking for. He slaps the dial and his body changes into a small reptilian from. His face becomes elongated and his back grows into a jetpack with wings attached. With a green flash, a pterodactyl is standing in Bens place. Its orange colored armor shines in the light and its large yellow beak snap shut like a parrots. Two large wings that resemble gliders protrude from its back and move with every moment.

"AstroDactyl!"

_Omnitrix database_

_Name: Astrodactly_

_Species: Unknown_

_Home planet: Terradino_

_This unnamed species evolved on the lush and primitive planet of Terradino. They have some type of internal start power that allows them to fly with their jetpacks through the air at or past the speed of sound. When they fly, rings of energy are left behind and these can be used for distractions or an offensive attack. They can use their start power to form a multitude of weapons and theses vary from each one. They can survive in the vacuüm of space and they are weak against electricity. They seem to squawk with every sentence though._

_Database end_

Astrodactyl grins and grabs the bag in his large beak.

"Time for -squawks- school!" Astrodactyl says with a large grin and he shoots off into the sky. A few of the civilians near the alley way reported seeing some strange parrot like Grimm fly away the next hour though.

_At Beacon academy_

Astrodactly slows down and looks at the large school. It had two large towers in the middle with glowing green lights in them. Astrodactyl gave a thumbs up at that and he looked at the and noticed at how it looked almost catholic in origin. He shrugs his shoulders and lands on a stretch of side-walk. He slaps the dial down and reverts back to Ben. Ben grabs his bag and slings it over his shoulder. He starts walking toward the entrance or what looked like an entrance when he notices a package near the door. It had his name on it and Ben grabs the package. The note on the side said.

_"Dear, Mister Ben Tennyson_

_This package has in it, your school outfit, schedule, scroll, and many other items that are needed for your stay at Beacon academy. Find me later and I will take you to your room. May you have a nice day.._

_Ozpin."_

Ben blinks at the note and shrugs his shoulder before ripping it open. He grimaces at the uniform and pulls it out. He was so adding some green to this later. He grabs a small paper and looks at it. It has a locker number and combination on it. He puts it in his pocket and puts the uniform back in. He grabs his schedule and looks at the class that he was supposed to report to.

"Battle tactics with Miss Goodwitch? At least there's 1 class that I can look forward to.."

Ben sighs and stuffs it in his pocket with the locker number. Ben smiles and walks into the waiting halls of Beacon. Watch out Beacon staff and students, Ben Tennyson is here and he is ready to kick some major butt!

End chapter

**Authors note: Hey guys and girls! I hope that you liked the chapter and all that. I am sorry for any grammar or spelling mistakes made in this chapter. If anyone can figure out Bens mystery middle name, you get an imaginary cyber cookie. Heres a hint: It's a female name. Leave a review or any tips in the review section and sorry for all the redundants! Thanks for reading.**

**This is Luckyplains13 signing out.**


	3. Introductions and questions

Ben 10 and RWBY crossover

Omni: The shapeshifter of Remnant

"person or creature speaking."

"_Person or creature thinking."_

**Authors note: Hey guys and girls! Thank you for all the great reviews and tips that you have given me. It makes me blush, thinking that I can make a good and interesting story. I am sorry for any grammar or spelling mistakes last chapter and the ones that I will make this chapter. Also, Bens mystery middle name will be revealed this chapter and If you wish to be my friend on Xbox, send a friend request to Luckyplains13. Thanks or reading and enjoy the chapter! Ja'ne!**

Chp 3: Introductions and questions.

Ben whistles lowly at the size of the hallways. Humongosaur cold fit in them and still have room to move albeit stiffly. He looks down and frowns at his ...what was it called? A scroll, if he was correct? To Ben it looked like an advanced version of an iPad or tablet, but from the note left it was used by the students for fighting reasons.

"_Note to self: Go 'Upgrade' and upgrade this thing to make it easier to use.." _Ben thought to himself as he looks around for a door. He notices one and pulls out his schedule. He blinks and grins at the door number.

"This is it, huh?"

Ben smiles a little and sits his bag down before raising his hand up. He clenches his fist and knocks lightly on the door. He hears hushed loud voices quiet down and footsteps approach. He stands up straight as the door opens. He blinks at the figure. It was a blonde haired woman whose eyes glare into his and seem to analyze his very soul. She was wearing a white frilly blouse and it was accompanied by a long purple coat. She looks at him and asks.

"You must be the new student.."

Ben smiles and nods his head. She looks at him for a few seconds and motions for him to stay in his spot. He blinks but shrugs his shoulders at it. Maybe she was going to introduce him to the class?

_With Ms. Goodwitch_

She looks at the new student with narrowed eyes. He looked like a scoundrel to her but who is she to question Ozpin and his pickings. She waves for him to stay there and he juts shrugs his shoulders. She closes the door and walks to the front of the class. She clears her throat before saying.

"Class, we have a new student joining us today. Please welcome him warmly and treat him with kindness."

Glynda walks over to the door and waves the new student in. The new student walks in and some of the students raise eyebrows at his attire. He was wearing a white hoodie with green stripes on the right side and a circled 10 on the left shoulder. He was wearing a pair of khaki pants with white and black shoes. His brown hair is tussled and points upward and his green eyes sparkle with mischief and nervousness. Glynda looks to the student and says.

"Introduce yourself.."

_Back with Ben_

Ben grabs his bag and throws it around his shoulder as he walks into the classroom. He looks at the students and flinches at their stares. He walks to the front and waits for something to happen. The blonde haired teacher next to him speaks first.

"Introduce yourself..."

Ben gulps and speaks his name out to the classroom.

"My name is Benjamin E. K. Tennyson and I am happy to be one of your classmates."

The room falls silent and the teacher nods before pointing to a seat in the middle row.

"You can sit there Mister Tennyson."

Ben nods in thanks and grabs his bag before walking up the stairs. Some of the people stare at him and Ben stares back at them. Some look away at the stare and some just smirk at the challenge. Ben sighs and finds his chair. He puts his back pack down and pulls out his text books. He lays them on the desk and pushes to the page that they are studying. he sighs to his self and thinks.

"_I hope those extra lessons with Gwen, pay off..."_

The teacher nods and pulls out her scroll before pulling up a diagram. Its shows the names of the people and Ben looks for his. He smiles as he finds his near the bottom but tilts his head as another name pops up next to his. It said 'Russell Thrush' and it had a number next to their names. The first group of people stand up and walk to the podium behind the teacher. She nods and gives them a loud.

"Begin!"

_A little later_

Ben frowns as the blonds haired kid is thrown away by the larger one with brown hair and a large mace on his shoulders. The larger one just screamed 'bully' and the small blonde haired one had the vibe of a 'class clown.' Ben looks up at their meters and raises an eyebrow at the levels. The brown-haired guys was in the yellow and the blondes was still in the light green. The teacher now named Ms. Goodwitch calls off the match and pulls up the next pair. Ben watches as the blonde haired guy walks to a group of people and he blinks at the screen. It had his head and the other guys on it. Ben jumps up and looks for the guy, he was facing. He finds him and frowns at the sight.

Russell, if his name was correct was hanging out with the bully. He had a green Mohawk on his head and a shoulder pad on his right shoulder. The boy just screamed 'punk' by the way he was dressed. He walks down to the stage and shakes his arms down. Two bracers slip down over his hands and he bashes them together before nodding toward Goodwitch. She nods and Ben walks down the stairs to the stage. He lays his bag down and walks to the stage. He stands at the opposite end and does nothing to the confusion of the other students. Glynda looks at Ben and asks.

"Aren't you going to deploy your weapon?"

Ben smirks a little and says.

"I already have it ready to go.'

Goodwitch raises an eyebrow but shrugs her shoulders. She raises her hand and yells.

"Begin!"

Bens opponent takes off in a sprint toward Ben and raises his fist to punch him. He doesn't get the chance as a bright green flash takes the students and teachers by surprise. Russell covers his eyes and stares at the green light before stepping back in fear. The other students also gasp and ask.

"What in the name of Dust is that?!"

Standing in Bes place was a large bipedal wolf. Its legs are bent backwards at a weird angle and its torso was covered in a black and green body suit. From its head was a large and protruding snout and it had lines running across it. Its arms are giant compared to Russell's and its hands were covered with sharp claws that shined in the light. The being looks up and speaks.

"Blitzwolfer! (It's the one from Omniverse...)

_Omnitrix database_

_Name: Blitzwolfer_

_Species: Loboan_

_Home planet: Luna Lobo_

_These canine like beings evolved o the moon that orbits Anur Transyl. To many they look like normal bipedal wolves but that is not the case. They come in a variety of dark colors and are considered to be animalistic and very unintelligent by most standards. Their mouths can separate into multiple mandibles and release a high pitched sonic howl. Their feet can act a a second pair of hands if needed and their claws have been known to be very sharp. Their only weakness however is loud noises due to it can hurt their sensitive hearing. Ben didn't like using this form that much after the Kai Greene incident but he came around after Anur Transyl._

_Database end_

The large wolf now name Blitzwolfer looks at Russell and grins. He takes off in a surprising burst of speed and punches Russell in the gut. Russell feels his lunch come back up and he flies across the room into an adjacent room. Blitzwolfer stands at ready and sidesteps Russell as he charges at him. One kick later and Russell is flying across the room again. He recovers and charges at Blitzwolfer. He lands a solid punch and looks up. His fist was buried into the wolfs stomach and he was just grinning.

"Nice try, my friend but no dice." Blitzwolfer says while cocking back his fist. His fist impacts with a loud crash and many could hear bones breaking. Russell flies back and skids across the room before stopping. Blitzwolfer grins and looks at the screen. He frowns as Russell's energy was in the deep dark yellow but not in the red. He looks to his left and sees Russell's fist again. He jumps back and lands before opening his mouth. To the others amazement and disgust, Blitzwolfers mouth splits into 4 pieces and releases a green sonic howl. It knocks Russell out before he could even hit the ground. Blitzwolfer grins and slaps the dial on his chest reverting back to Ben. Ben has a small smile and he looks toward the still awed teacher.

She shakes out of her stupor and says.

"Winner, Ben Tennyson by knockout and aura depletion!"

Ben smiles and walks off the stage before grabbing his bag. He looks up and smiles as the bell rings, to signal the end of that class. He noticed that the group of people that the blonde haired boy went to was staring at him in confusion, awe, fear, and intrigue? Ben shakes his head and walks out of the room with a whistle.

_With the others_

Team RWBY and JNPR stare at the brown haired boy as he walked out of the classroom. They all have varying reactions to the transformation. It was mainly shock and awe but they had a bit of fear in their faces. Ruby blinks and rubs her eyes and asks.

"Did I just see that correctly?"

The others just nod at her and Ruby blinks. She looks at the clock and says.

"Come on, We're going to be late for lunch."

The teams grab their bags and items before following. They arrive at the lunch room and take their normal seats. Yang looks around for the new kid and finds him grabbing some food at the lunch line. She smiles as he looks around for a seat and she waves him over.

"Hey, new kid! You can sit over here!"

The others look at her with raised eyebrows and she just smiles. The new kid walks over and grabs a chair before sitting down at the far end of the table. They let him sit down and take a bite from his salad before Jaune asks.

"Umm…How did you transform into that wolf thing?"

_Back with Ben_

Ben smiles as he takes his first bite of the salad. He started eating them when he noticed, how good they were. He doesn't get a second bite in when the blonde haired guy asks a question.

"Umm…How did you transform into that wolf thing?"

Ben chuckles to himself for a second before saying something that makes the others blush.

"Isn't it considered polite if the others introduce themselves before the question can be answered? My name is Benjamin E. K. Tennyson by the way.."

The entire table blushes in embarrassment at the saying before Ruby starts them off.

"My name is Ruby Rose and that was so cool at how you transformed!"

Ben looks at the red and black-haired girl and is surprised at her eye color. The blonde haired girl takes off next by saying.

"My name is Yang Xiao Long and that was pretty good at how you beat one of Cardin's goons.."

Ben smiles at the compliment and looks to the black-haired girl.

"Blake Belladonna…"

Ben frowns at the shady nature but he is happy that she introduced herself. "_Time to break someone out of their comfort bubble…._" Ben thinks with a grin on his face.

The white-haired girl goes next and Ben frowns at how she acted.

"My name is Weiss Schnee and I am also interested at how you transformed…"

Ben looks at the 4 girls and blinks at the first letters of their names.

"It spells RWBY, correct?"

They nod and Ben looks toward the other 4. The blonde haired gut goes first and Ben smiles slightly at his nervous introduction.

"My name is Jaune Arc.."

"_He must have under confidence issues or the pressure of a family burden? I'm going to fix that very quickly…" _Ben thinks to himself as he looks to the red haired amazon girl next to Jaune. She looks at him and smiles lowly.

"My name is Pyrrha Nikos and it is a pleasure to meet you, Ben."

Ben looks toward the black-haired boy and is surprised at the orange haired girl next to him. She was bouncing up and down in her seat and to Ben she looked like, she was in a sugar high. The black-haired boy was about to speak but the orange haired girl interrupts.

"Hi! My name is Nora Valkyrie and this is Lie Ren and can you transform again? Maybe you can transform into a giant that could shoot lasers from his eyes! Oh maybe you can transform into the doggy form!"

Ben blinks at the orange haired girl and he looks toward the others. They are just smiling at her antics and Ren was just eating his soup without a care in the world. Ren nods to Ben and Ben nods back before turning back to Jaune.

"You wanted to know how I transform, correct?"

The others nod their head excitedly and Ben is about to answer, when Yang interrupts with a teasing smile.

"What's the E. K. in you name stand for?"

Ben blinks and flushes lightly. "Those are my middle names and I don't want to say them…"

Yang grins and looks at him with raised eyebrows. Ben shuffles his feet and looks upward at the others. They are smiling at him and Ben gulps before saying his full name.

"Benjamin Elizabeth Kirby Tennyson.."

The others blink at the names before saying them on their tongues. Yang smiles at the name and waves Ben to continue. Ben looks at them with a tilted head. They weren't going to make fun of his middle names? He smiles at this before explaining his transforming abilities.

"I can transform due to my semblance…"

The others blink at the answer and look toward each other. Weiss narrows her eyes and says.

"I've never hear of a semblance like that? Do you have any proof?"

Ben sweats at the question and mentally slaps himself. "_Good going Tennyson! You just gave them a reason to question you further! I'm going to need a distraction…"_

Ben blinks as soft crying catches his ears. He turns toward the noise and feels his anger bristle at the sight. The brown-haired guy now named Cardin was picking on some poor Faunus girl. The others of his team were jesting and laughing at the poor girl. Ben growls lowly and stands up.

"Hold that thought…"

He starts walking toward them despite the others complaints. Cardin notices him and he drops the girl's head. She looks up and notices Ben. She widens her eyes and covers her head preparing for more teasing. It doesn't come and when she opens her eyes, a handkerchief is in front of her. She looks up the arms and blinks at the motherly smile Ben was giving off. She grabs it and scoots away. Cardin scowls at Ben and Ben looks up at him with a fierce glare. Cardin backs off as the glare reminds him of his mother.

"If you ever pick on someone again, I will hurt you…" Ben says with a growl and he tapers off into a maniacal grin at the end. Cardin growls back at him and says.

"You and what army?"

Ben smirks and says.

"I'm so happy that you said that.."

Ben pulls up the Omnitrix and dials through it. He finds the alien he was looking for and he slaps the dial down. A bright green light takes over the room and Ben smiles to himself as he feels the change. He feels his skin be encased with natural red armor. His head grows and his head is covered with a crest. His hands split into four fingers and his eyes become small and slitted. The green flash disappears and in Bens place is large red mollusk.

"Water Hazard!"

_Omnitrix database_

_Name: Water Hazard_

_Species: Orishan_

_Home planet: Unknown_

_These mollusk like beings come from an unknown planet in the Andromeda galaxy. They come in a variety of colors that range from red to blue. Their entire body is covered in organic armor that is considered to be one of the hardest in the universe. They have the ability to absorb moisture and shoot it from the potholes in their hands. These beings are very durable to physical attacks but they are very weak against energy attacks. This is one of Bens favorites and he likes the way he speaks._

_Database ends_

Cardin backs up in fear as he gazes into Water Hazards glowing eyes. Water Hazard lifts his hands up and says with his watery voice.

"Say 'ah' you pathetic waste of space…"

Cardin doesn't get the chance when ice-cold water impacts him roughly and sends him across the room. He hits the wall and leaves a crater in it. He groans and falls to the ground unconscious with his eyes swirling. Water Hazard looks at the others in Cardin's group and motions with his thumb.

"The same goes for you three. Now scram!"

They nod quickly and run over to get the unconscious Cardin. Water Hazard turns around and looks at the brown-haired girl. She is looking at him with great fear and also thankfulness. He bends down and reaches out his clawed hand. She takes it and he pulls her up to her feet. He gets behind her and points to the table that he was sitting at. She looks up at him and he smiles or what you could call a smile in this form. She walks over and nervously grabs his chair and sits in it. She starts rubbing the honey from her face but she whimper slightly as the honey just spreads. Water Hazard chuckles and he grabs the rag and wets it with his water. He starts rubbing away the honey and sticky with practiced care. He sighs to his self and thinks.

"_Thankfully I'm a mother or I would be doing this roughly or wiping it the wrong way…"_

He finishes and looks at the girl and asks.

"What's your name?"

The Faunus girl looks up and says with a stutter.

"V-v-velvet Scarlatina…"

Water Hazard smiles and he sticks out his hand. She grabs it and Ben shakes it with great care. He didn't want to break her hand.

"It's good to meet you Velvet. My name is Ben Tennyson or in this form Water Hazard."

Velvet looks up at him and hugs him. Water Hazard chuckles and he pats her head. They both hear some chuckles and voices of approval from the group. Water Hazard looks up and blinks a little. Blake is smiling at the girl with happiness and Ruby is looking at him with awe. The others are the same way and Water Hazard chuckles lowly. He grabs another chair and pulls it to the table. He sits down and the chair groans from the extra weight. He nearly tips over when Ruby zooms over to him and starts poking his armor. He chuckles at her face and says.

"You can hit it, if you wish.."

Ruby looks up and grins. She deploys her massive death scythe and swings it at him. The scythe bounces off and Ruby looks at the armor in awe. It didn't have a scratch on it and water hazard looked very smug. She tries again and again but to her shock, the same thing kept happening.

"What is that armor made of?"

Water Hazard chuckles and looks at the others. They are looking at him with small grins and Water Hazard sighs. This was going to be awhile.

_A few minutes later._

Water Hazard stands at attention as he feels Weiss rapier bounce against his armor. He hears her curse and chuckles before looking at Blake. She pulls out her strange ninja weapon and shoots him with it. The bullets bounce harmlessly off and Water Hazard smiles a little before feeling himself be pushed forward by Noras grenade launcher. He turns around and smiles at her and he grins as she glares at him. The bell rings and Water Hazard says under his breath.

"Finally…"

He slaps the dial on his chest and transforms back into Ben. The others stare is slight shock at the transformation but they shrug it off. Ben grabs his bag and walks to his next class. The Grimm studies with Professor Port.

_A little while later_

Ben slams his forehead into the desk and groans. Professor Port was a kind man but he let his personnel stories get ahead of him and he spoke with very complex words. Thinking about it made his head hurt and he glances up as his name is called.

"Would you like to demonstrate the true qualities of a hunter, Mister Tennyson?"

Ben blinks and looks around. He sees a rumbling and growling cage at the other end of the room. He shrugs his shoulders and walks down to the ground floor. He stands at ready and Professor Port nods and he raises his Blunderaxe in the air. He brings it down and a large bear like Grimm bursts through the cage. Ben looks at the bear with wide eyes but he shakes it off. He dials through the Omnitrix and finds the alien he wanted. He slaps it and grins as his body shrinks and his very matter turns into sound. His body is surrounded by a white containment suit and his back grows a large Mp3 player.

"Echo Echo? I was going for Humongosaur but this works."

_Omnitrix Database_

_Name: Echo Echo_

_Species: Sonorosian_

_Home Planet: Sonorosia_

_These small beings are actually living sound waves. Their white containment suits are made of silicon due to their potential to harm others in the vicinity. They have the ability to release an ultrasonic scream at any frequency imaginable. This can overload machinery and stop projectiles mid-flight. They also have the ability to duplicate themselves like the Splixons but they are not connected in any way. They can also make sound walls for protection, use echolocation, and transmit sound waves through communication devices._

_The evolved versions of these beings are vastly different in appearance. They still wear containment suits but these are made of metal instead of silicon. They have greater control of their powers and they can release more than one sonic scream. They have the ability to create a sonic force field that is strong enough to stop a mini nuclear bomb. They have now obtained the ability of flight or hover in place and they can now live in the vacuüm of space. Their bodies are covered in small metallic disks that can release sonic screams at a higher frequency than normal. They are fairly weak against electricity and the evolved form can be magnetized with enough force._

_Database end._

The large Ursa looks at the small white being in confusion. It is joined by the other students and Echo Echo just smirks at them. He duplicates himself and he waves the Ursa toward him. It roars angrily and charges at him but the small form of Echo Echo allows him to dodge easily. They surround the large bear and our resident silicon covered cutie smirks and orders.

"Echo Echo's!" The other clones look at the lead one and he says. "Echo chamber!"

They all open their mouths and release a loud screech. The students cover their ears and look at the small being. Something that small can do that much damage?! The large Ursa however couldn't cover its ears and it took the full brunt of the attack. It roars and tries to swipe the small nuisances away but to no avail. With a large groan, it falls to the ground unconscious and the Echo Echo's stop their assault. Professor Port stands up after the dizzying sound attack and says.

"Marvelous my boy! Now finish of the beast and we can all be dismissed."

Echo Echo looks up at the man and says with his small metallic microphoney voice and says.

"No…"

Professor Port blinks and asks with a dumbfounded voice.

"What did you say?"

"I will not kill an innocent animal. I am a hero and I protect all, who need protecting. Human or not, be damned.." Echo Echo says with a crossing of his arms. He looks toward his clones and nods. They walk over and pick up the large bear with surprising strength. The lead Echo Echo looks at the teacher before walking over and helping the clones move the bear. He kicks open the door and waves the others through. The small clones and the large bear shuffle out of the room with the latter unconscious. Team RWBY and JNPR stare at the still open door with dumbfounded expression.

"Well…We've learned something today…" Ruby says with a small smile on her face. The others look at her with raised eyebrows that say 'What did we learn?'

"Ben doesn't like killing things…."

The others frown and look toward the open door. Ruby frowns a little and thinks.

"_Why didn't you kill the Ursa Ben? Why didn't you kill it?"_

_Back with Ben._

The Sonorosians lay the large Bear down and recombine with the lead one. He taps the dial on his head and with a flash, Ben stands in his place. Ben frowns and looks at the large bear before walking over to it. He lays his hand on its belly and smiles at the small kick he feels. He hears the soft breathing and smiles in happiness. He sits down and leans against the large bear with a soft sigh.

"You're gonna be a mother soon, aren't you?" Ben says to the open air. The bear doesn't stir and Ben smiles at that.

"The others didn't see the small life in you but I did. And I won't kill an innocent life that hasn't been born yet." Ben smiles as he says that.

He looks up at the setting sun and smiles as the little twinkling stars come into view. He stands up and pats the large bears head before saying.

"My little ones are out there and I hope they can survive without their mother for a little while. But they are so getting spoiled when I get home."

Ben stands up and pats the bears head once more before walking back toward the school. He never notices the small red eyes following him or the soft grunt that was made after he left.

_Back at the school._

Ben whistles a tune as he walks through the halls toward Ozpins office. He passes some students who point at him and some even back away in fear. Be frowns but he shakes it off when he arrives at Ozpins office. He knocks and waits for a reply.

"Come in..."

He pushes open the door and nearly trips at the sight. Ozpins entire desk was covered in coffee mugs.

"_He must really like his coffee.." _Ben thought to himself as he walked up to the desk. Ozpin looks up and smiles.

"Here for you room number, I assume?"

Ben nods his head and Ozpin pulls out a small key. He hands it to him and Ben looks at it. It looked like a data chip and Ben just tilted it. Ozpin chuckles at the face and says.

"You put it in your scroll and it takes you to your room."

Ben makes an 'oh' sound and takes out a small thin piece of metal. Ozpin raises an eyebrow at the piece of metal and nearly chokes as Ben flips it open into a high-tech scroll. Ben inserts the chip and smiles as directions appear on the screen. Ben waves in thanks and is about to walk out of the door. But Ozpin stops him.

"How did you upgrade your scroll without us knowing?"

"Lets just say that I have a transformation that can 'upgrade' and become any piece of technology. That form really comes in handy."

Ben smiles and walks out of the door and Ozpin smiles under his mug. Goodwitch walks in a few seconds later with a raised eyebrow.

"Whats got you so happy?"

"Oh nothing~~~" Ozpin says with a sing song voice. Glynda frowns and says.

"It's about Mr. Tennyson isn't it?"

Ozpin smiles and Glynda smacks her forehead. Why did she take this job again?

_With Ben_

Ben looks down at his scroll and smiles as he comes to a door. He swipes his scroll over the lock and it dings allowing him to enter it. He blinks at the rooms interior. The blue carpet was fading and it gad a small layer of dust on it. Some cob webs hung from the corners and the spiders that inhabited them looked at Ben with their eight eyes. He looks around for the bed and sees it and deadpans. It was just a mattress with some small white sheets. Ben lays his bag down and says.

"Time to do some cleaning.."

He pulls up the Omnitrix and dials through it. He finds the alien he was looking for and slaps it down. A bright green flash is seen from the clouded window and various 'zooming' noises are heard.

_About 30 minutes later._

Ben smiles at his now decorated room. The carpet was now a nice dark blue and the little spiders have new homes in the forest. The Bed was sitting next to the window and it was covered in a silky soft fabric curtsey of SpiderMonkeys silk. It was hard to get the light blue but that was easily fixed. He used Fasttrack to get the cleaning and moving done. He looked at his nw uniform. The old didn't have any green, blue, or pink in it! He fixed that by making a completely new uniform with SpiderMonkeys help again.(It's a normal Beacon uniform but instead of having the gold lining it is a bright green, and the tie is blue with the vest being a light purple or pink. I'm not very good with fashion. Sorry.) Ben smiles and jumps in his bed and snuggles into the beds sheets with a happy sigh. He grabs a small picture frame of his new night stand, that he acquired quickly. He looks at the picture frame and gives it a kiss before falling asleep.

It was a picture of him, Gwen, Kevin. Grandpa Max, his mother and father, and all of his other family members and friends. Ben was being surrounded by his little ones and Ben is hugging them all to his chest with a soft smile on his face. This picture was taken a month before he was teleported.

_In the time continum._

Bright colors could be seen and various images would blink in and out of existence. A man was seen walking past these images with a small smile. He was wearing a lad coat and his right hand was covered in a metal gauntlet. This man was Professor Paradox and he was on a mission.

"Where did you go young Ben?"

He frowns but smiles as he comes across a picture of the sleeping Ben.

"Ah, you went to that universe didn't you?"

His smile drifts as he replays the kiss of the picture and he says.

"I'll make my appearance tomorrow. And I need to bring some people to visit him, don't I?"

The man shrugs before teleporting. Oh, Bens family is going to be overjoyed when they know that he was alive and well. But they aren't going to be happy with what Paradox was going to do though. Bens little adventure was about to get a lot more interesting and cute at the same time.

End chapter.

**Authors note: Hey guys and girls! I have to take back the update on 'Guardian of the ocean' due to a report due soon. Sorry but summer vacation is almost here and I will update it! I am sorry for any mistakes in this chapter and if anyone can draw a picture of Ben in a Beacon uniform, it would be greatly appreciated. Or if you want to draw a poster for the story, that's cool. Just leave a link with said picture and thanks to anyone who tries it. If you guessed right for his middle name, you get a cookie! If you got the hint at the end, leave what you think it is, in the review section. Thanks for all the reviews and everything else!**

**This is Luckyplains13 signing out!**


	4. Motherly protectiveness and the Rath!

Ben 10 and RWBY crossover

Omni: the shapeshifter of Remnant

"Person or creature speaking."

"_Person or creature thinking."_

**Authors note: You my good friends are just awesome. You guys and gals have been giving me good reviews since the story started and when I look at my story and see some of the better writers saying how its a good story, that makes my day. It makes me write the story further and makes me ignore 'Guardian of the ocean.' That sucks but after I play Bioshock again, I should get my muse back. Thanks for everything and sorry for any grammar or spelling mistakes this chapter. !**

Chp 4: Motherly protection and training with the Rath.

Ben gingerly opens his eyes awaiting the suns bright rays. What he sees however is nothing but darkness and eerie silence. He sits up and looks around the darkened room. He sees his curtains and pushes them open. He frowns at the still rising sun and he nearly curses at the time.

"_5:00 a.m? I guess old habits do die-hard..." _Ben thinks to himself as he pops his back like a cat. He walks over to his closet and gets out his uniform. He frowns at it but he grabs it and his casual clothes. He lays the uniform down on the bed and walks into the bathroom with a small yawn. He starts up the shower and strips down. The warm water cascades down his light skin and Ben smiles at the welcome relief. His phone vibrates with music and Ben moves to the music with out him noticing. 'Stamp on the ground' plays over his speakers and Ben feet do just that.

He jumps out of the shower and grabs a towel. He dries off and wraps it around his waist with a small knot. He grabs the tooth-brush and adds the paste to it before brushing his teeth. His body sways from side to side and Bens eyes seem to twinkle as the song nears its end. He finishes the morning ritual with a swish of mouth wash and the song ends with a little ding. Ben pauses the phone and steps out of the bathroom with a smile on his face and a whistle on his lips. He doesn't suspect hearing another voice in his room.

"Some one looks chipper this morning? Would you like a gumball?"

Ben stops dead and he turns his head to the right. Standing there in the flesh is Professor Paradox and he had a teasing smile on his face. Bens brain slows to a stop and various 'error' codes are displayed. Happiness, embarrassment, and anger flashes across his face before settling on anger. Paradox blinks and widens his eyes at Bens face. He steps back a few steps and nearly shit's his pants at Bens face. It was shadowed by his hair and one bright white eye could be seen. Bens hair is flying behind him in long arcs and his mouth parts into a white void full of sharp teeth. Ben looks at him with his one eye narrowing and with a sing-song voice says.

"Oh Paradox~~~."

Paradox gulps and answers with uncertainty.

"Yes?"

Bens grin gets more maniac and he yells with a banshee scream.

"Get out!"

Paradox doesn't even need is glove to run from that area. Many of Bens enemies know of his motherly strength after his children returned. It is now considered taboo to attack his family, children, or interrupt his quality time with his children or his bathes. Paradox had never teleported so fast in his infinite life. He might've broke something in another universe but he nor the universe cares right now. No one wants a mad Ben 10 on their asses.

_In another universe._

A bright blond-haired boy is running with a grin on his face. His whiskers marks are fraying his face and his bright blue eyes sparkle with mischief. He jumps up a pipe and looks behind him as some men in uniforms pass him. He sticks out his tongue but blinks as a creaking noise catches his attention. The brand new pips is bending without any force acting upon it and the boy blinks as it breaks in half with him on it. He lands on the ground with a 'poof' and he looks behind him. A brown-haired man is glaring at him with a frying pan in his hand. His hair resembles a dolphins and he is wearing an apron that says 'Kiss the ninja cook!' He raises the pan in the air and yells.

"Eat your vegetables, Naruto!" Beofre bringing down on said Narutos head. Naruto looks in the air and screams in his head.

"_Fuck you, Kami_!"

_Back with Ben and Paradox_

Ben taps his foot impatiently as he stares at Paradoxs shaking form. His green eyes have looked on to Paradoxs form and he asks.

"Well?"

Paradox blinks and straightens up.

"Oh right. I have come to see how you doing in this universe, young Ben."

Bens glare intensifies and Paradox flinches.

"How am I doing? I am in some unknown universe across the bloody cosmos and I have with no way to talk to my family or little ones! How do you think I feel?" Ben says with a little hiss. Paradox flinches and he answers.

"Not good apparently. But I am here to fix that little problem."

Ben raises and eyebrow and asks.

"And how are you going to do that? Can't you just take me back with you?"

Paradox smiles a little at this and says with a flick of his watch.

"That I can Ben but you might want to reconsider you decision before you go."

Ben stands up and looks at him with a small glare. Paradox smiles at the interest in his eyes and he explains.

"When I found you, I decided to look into the future of this world with you in it. It was bright and prosperous and the Faunus, humanity, and Grimm were living in peace. And then I looked into the future that didn't have you. It was the complete opposite. Each of the species would hunt each other to extinction and your friends would all die without knowing what a family was. So, what will you do, Ben? Say here and help this world move along the right path or allow it to fester and infect untill it dies?"

Bens eyes shine with varying emotions. Confusion, sadness, happiness, and regret are the most prominent. Ben sighs and says.

"You already know my answer. This might not be my Earth but I promised to protect humanity and all sentient life across the cosmos. I don't plan on getting rid of that promise right yet."

Paradox smiles largely and he could already feel this ime line change. He sits down and watches as Ben stands up and walks over to hos bed stand. He picks up the photo and looks at it before putting his hands on it.

"Wait for me a little longer, okay guys?"

Paradox smiles softly and he stands up and makes an inquiry.

"Would you like to see them before I go?"

Bens head snaps to him so fast you could hear his bones crack and snap before Ben is in front of him with a hopeful look on his face.

"You can do that?"

Paradox smiles and taps his glove. A large portal opens up and Ben looks at it as it clears up like a mirror. He stands up on his toes and the faces of his family come into view and Ben grins at them. They see him and they all scream.

"Ben!"

The all crowd around the small portal and start asking questions.

"Are you okay?!"

"Where are you?!"

"Can we come and get you?!"

"When you are coming back?"

Ben smiles at the group and says in a soft voice.

"It's good to see you guys..."

The others stop and smile softly. Gwen goes first and asks.

"Where are you cuz?"

Ben smiles at his orange haired cousin and answers.

"On a planet named Remnant, and on the continent Vale."

Gwen smiles at the answer and Ben chuckles before a snort catches his attention.

"Who names their planet 'Remnant?" Ben looks behind Gwen and glares at the voice. Kevin E. Levin is behind Gwen with his arms crossed and a smirk on his face. Ben looks at him and says.

"Levin.."

"Tennyson.." Kevin responds and a few seconds of silence goes in-between the two. Kevin breaks first and he snickers before Ben follows. Both of the boys burst out laughing and the others look at them weirdly. Kevin puts out his fist and ben does the same only to hit the portal. Ben shakes his hand from the pain and the others chuckle.

"How ya been, Benji?" Kevin asks while sitting down on the ground. Ben smiles and answers with an upbeat voice.

"Pretty good. I'm at a hunter academy now."

The others blink but shakes their heads at Ben. Rook walks forward and Ben smiles brightens a little. Rook grins and Ben follows before asking.

"Howdy there Rook. How's Under Town been since I was away?"

"It has been fairly quiet and if anything does happen, we can take care of it."

Ben nods his head at that and Rook gives him a mock salute. Ben just waves him off and Max walks forward. Ben smiles once more and he says.

"Hi Grandpa! How's the hip doing you?"

Max chuckles a little before playfully grabbing his hip and saying in pain.

"Oh it's giving me a hard time but other than that good. How have you been sport?"

Ben snickers at his grandfather's poor attempt at a joke but he answers none the less.

"I'm doing fine and I've made some new friends."

"That's good and Ben?" Max says while walking back to the group. Ben looks up at his name and says.

"Yeah?"

"Be safe out there." Max says with a sad smile. Paradox smiles sadly at the small reunion and pops in.

"I'm very sorry about breaking this up but time is running short and Ben still has some other beings he needs to see before I leave."

The others nod and Gwen pulls something out of her pocket. It was a small hand bag, that strangely looked like Charm Casters. It's little button eyes seem to move without moving and its little zipper is displayed as sharp teeth. She nods toward Paradox and he opens a small hole in the portal and she pushes the bag through it. Ben grabs it and is surprised at the warmth it was producing. The bag jumps in Bens hand and he pats its head. It purrs and Ben looks back at Gwen. She smiles and answers his forming question.

"His name is Klaus and he is a magical bag like Charm Casters. He can store items such as food, weapons, clothing, and many other things. He is also a direct line between that world and this one. So you can now speak to me and everything when you're feeling home sick."

Ben smiles at her and looks down at the small bag. Its black button eyes are staring at him and Ben attaches him to his side. The bag snuggles into his body and attaches itself to the fabric. Ben looks up at the now closing portal and walks over and says.

"Thanks Gwen! Just wait for me okay guys? Just wait for me and I will get home!"

He doesn't hear their answers due to the portal closing and Ben whines a little. Paradox walks over and puts his hand on his shoulder.

"You'll get to see them soon Ben. You just have to wait. But some other people want to see you now." Paradox says while opening another portal. Ben turns around and feels his entire being feel with warmth. He can't stop himself from doing the thing he was about to do.

"Squeal~~~~~~."

_Team RWBY_

Ruby sits up with a small groan and looks at the clock.

"Who would be up at 5:30 squealing?"

She doesn't get her answer but she does get back under the covers and returns to 'cookie land.'

_Back with Ben_

Ben is tackled by a large blue cloud of beating wings and little voices saying.

"Momma!"

Ben downs at his chest and smiles at the large green eyes staring at him. He envelopes all the 14 little Necrofriggians in a hug and he starts nuzzling them with his cheek. They respond as well with little nuzzles and quiet screeches and whimpers.

"My babies! My babies are alright!" Ben says while standing up and letting the little moths fly around him in a happy buzz. They all chanting happily in their little voices at Ben.

"Momma! Momma!"

Paradox backs up with a small smile as he watches Ben hug and snuggle his little ones to his chest one by one. Ben lets the final one go and he watches as they all fly around his room with curious green eyes. Ben looks at the time and smiles. He pulls up the Omnitrix and dials through it before slamming on the image of Big Chill. The adult Necrofriggian is assaulted by smaller ones and Ben smiles warmly at them. He unwraps his large wings and envelopes all of them and releases a blast of cold air. The little ones breathe in relief at the cold air and Big Chill release happy trills at them. Paradox walks over and says.

"It's time for me to run, Benjamin.."

Big Chill lets his smile fade and he stands up with his little ones in his arms. They look at him with their large green eyes and Big Chill denies it.

"You can't stay here with mommy, alright little ones?"

They all screech defiance and Big Chill frowns. He looks up to asks for help but he stops at Paradoxs face.

"They need their mother Ben. Who am I to stop them?"

Big Chill doesn't get a say in when Paradox disappears in a small light. Big Chill looks at the spot before he feels his anger rise. He doesn't get the chance when he hears 14 stomachs rumble. He looks down at them and feels his heart literally melt at the sight of them looking at him with big eyes that said.

"Feed us."

He transforms back to Ben and he looks down at Klaus.

"Do you have anything for this?"

The bags zipper smile opens and Ben reaches in and pulls something out. He looks at the objects in his hand and looks at the bag.

"This'll work.."

_Later._

Ben growls at a nearby student that tried to touch one of his little ones. He looks forward and smiles as the cafeteria come into view. The little Necrofriggians are flying around him with happy whimpers and trills and they have small necklaces around their necks. These necklaces collected plasma and intensified it for the little ones to eat and absorb. Ben smiles glares at a student as she tried to catch one of his babies. Ben stops at the cafeteria door and his babies fly behind him. Some of them attach themselves to his back and the others just settle for floating around his head. Ben gulps and looks at his children.

"Stay close to me okay?"

They all nod and Ben pushes open the door. The room is loud and teams are speaking to each other. And for some reason, when he opened the door, it sounded like the loudest thing ever. Heads turn toward him and stop. Ben takes in a breath and walks forward. One of his children crawls into his arms and buries its head into his arms. The others try to hide behind him and Ben lets out a weak chuckle. He sees his friends and waves toward them. They wave back dumbly and Ben walks over to the lunch line. He waits patiently and grabs a large plate. He starts stacking some food on it and he is careful at the food he picked. His children float behind him with trills and Ben smiles at them and releases his own purr. They calm and Ben walks over to his friends table. He pulls up a chair and lays his large stack of Pancakes on the table. He smiles as his little ones attach to him and fold their wings against themselves. He can hear Ruby and Nora squeal at the his children and can't help but feel a little 'mommy' pride as Kevin said.

He was proud of his children and no one could deny that he was a good parent. He cuts the pancakes into small pieces and watches as all of his little ones take some and nibble on them. Ruby breaks the silence with a question.

"Where did you get these little cuties?"

She leans forward and they lean back. One of larger ones gets brave and floats over to her face. She looks at it with her silver eyes and he looks at her with large green eyes. He sneezes and Ruby blinks as her face is covered in a thin layer of frost. Ben chuckles but he is hiding his fear and protective urges in. Ben answers her without missing a beat.

"These little cutie pies are my children. And yes all of them are mine. And yes a male can have children, if in the right form."

The cafeteria gets eerily quiet for a few seconds and Ben puts up his hand with 3 fingers up. Klaus grins evilly and waits for the last finger. His little ones trill at him and hide behind his back, ready for the outburst.

"WHAT?!"

Ben pulls his finger out of his ear and looks at them with a surprised expression. That was pretty loud, probably the loudest yet. Yang and Weiss are staring at him in shock and confusion. Ruby and Nora are staring but they have smiles on their faces though. Jaune is looking at him weirdly, and Ren is just sitting there eating his pancakes. Pyrrha is looking at her front with a thousand yard stare and Ben flicks some food at their faces. He chuckles as they bounce of and he looks at Ren and Blake. They were the quietest. Ren notices the stare and says.

"I am shocked but it hasn't kicked in yet."

Ben makes an 'oh' sound and looks at Blake. She is smiling as one of his children are sniffing her. She giggles and pats its head and marvels at the softness. Weiss breaks out of her stupor first and stammers.

"What? Who? How?"

Ben looks at her and answers.

"One of my forms is asexual and they have children every 80 years. I was lucky enough to be in that 80 year range. A few days later and 'pop' out came 14 happy bubbly baby Necrofriggians. And I don't regret it at all." Ben says with a smile and he pulls all the little ones into a big 'mama' hug. Klaus snigger from Bens side and Ben glares at him.

Blake smiles and asks.

"So, I'm taking a guess that it was you at the docks, and you were the blue moth creature?"

Ben looks at her and releases his little ones. They float around the table and start taking samples of everyone's food. Nora grabs one and hugs it to her chest. She starts hearing growling and turns around at Ben. His face is covered by his bangs and his eyes and mouth are white. She quickly releases the young one and it flies up and plops down on her head. She looks up at it with a grin and pokes its nose.

"Boop!"

It retorts with a quick breath of ice and flies off with a grinning Nora behind it. Ben smiles at Noras playful nature and looks around at his playing children. 2 of them are playing in Yang's hair and she is just smiling as the cooling bodies cover her, and Ruby is smiling as 2 fly under her cloak and start pulling her away. Jaune is looking at one and smiles as it flies up and sits in his hair. Pyrrha is holding one in her arms and is snuggling it to her face as it releases confused trills. Weiss is looking away as 3 fly up o her and release a cold breath on her. She shivers and turns around at them and nearly screams as they nuzzle her face with theirs. She grumbles and sighs before patting their heads. Ren is looking at one with a bored expression and he leans forward and it leans back.

Ren frowns and puts his hands on the table. The baby notices his large sleeves and shoots into one. Ren jumps in surprise at the cold feeling but he smiles as it pokes its head from his front. Blake is holding two in her hand like Pyrrha and she is scratching them behind their wings causing the babies to purr. The last 3 are attached to Bens arms and head. He smiles and pulls them off and says.

"Go play with you siblings little ones. I'm not going anywhere, anytime soon."

They nod tentatively before floating off toward their siblings with happy trills. Ben smiles and returns to his pancakes only to see them gone. He looks to his left and sees Nora and the one she was chasing nibbling on the pancakes. Ben lets out a small sigh and he leans back in the chair with a happy smile. He looks down and pulls Klaus up to his chest and releases a happy sigh. Klaus chitters and snuggles into him before sighing aswell.

_After Breakfast_

Ben smiles and waves toward his friends as he walks out of the room. His little ones are following him with happy smiles on their faces. Ben grins but that quickly turns into a frown when some quiet crying. He looks up thinking it's one of his children but he is surprised at where they were. They were flying around a dark figure on the ground and Ben walks over and frowns at the sight. Velvet is sniffling and crying against a lone wall. He puts his hand on her shoulder and she whips around with a scared look on her face. She calms when she sees Ben and looks up in tear stained confusion. Ben reaches his hand forward and she scarily takes it.

"Who did this to you, Vel?" Ben ask while pushing away some stray hair. Velvet sniffles once more and says.

"I-i-its nothing…"

She looks up and flinches at his glare. It was the patented 'I am a mother and you have nothing on me ' glare and she couldn't deny it.

"Cardin did it…"

Bens glare returns tenfold and Ben grabs her hand with a soft grip. He looks at her and smiles at her and says.

"Don't worry Cardin won't be messing with you after I'm done with him…"

Velvet looks at him and then behind him. She nearly falls on her ass at what she sees. Standing behind Ben is thousands upon thousands of blackened figures each one a different shape. Some float in the air and some are giants but they all share one common feature. They all have Bens insane white eyes and mouth when he is pissed or feeling evil. Klaus ws in on this as well but his was more cartoony than the others. Bens little ones float over to Velvet and start trilling at her. She blinks at them and giggles as the cover her with their wings and soft bodies. Ben snaps out of 'evil planning' mode and smiles at the scene. He waves with his hand that they need to get to class and Velvet nods. He starts walking down the halls carefully to let Velvet catch up and play with his little ones. Luckily they had the same first class huh?

_After all the other classes and at Goodwitchs class. (Sorry that I skipped a large amount of the morning classes but I'm not very good at writing just day-to-day things.)_

Ben smiles as Miss Goodwitch looks at his children. They are flying around the room picking up books and pencils and dropping them around Ben in a makeshift throne. Ben chuckles at his friends faces and they look toward him. He shrugs his shoulders and says.

"They really like their mother…."

Miss Goodwitch snaps out of her 'cute' stupor and announces to the class.

"Today we will be sparring against each other to gauge our weaknesses and strengths. Any volunteers for the first round?"

To the surprise of everyone, Ben raises his hand first and he has that maniac grin on his face. Nora and the others back away slightly at his face and they all think.

"_Someone's about to get their ass beat…"_

Ben walks forward and he looks up the classroom stairs. He waves his little ones to stay at his desk and he looks around the room for his target. He points toward Cardin and pulls his finger to him giving a 'come on' motion. Cardin smirks and he walks down the stairs and onto the arena floor. Miss Goodwitch looks at the pair and nods her head before syncing their scrolls. Bens face comes up and his bar feels up to a bright healthy green and so does Cardin's. Ben dials ahead of time and finds the alien he was looking for and waits for the beginning. Cardin pulls out his mace and lets it hit the ground with a metallic 'ding' and he grins. Miss Goodwitch looks at them and waves her hand down.

"Begin!"

Ben slaps the dial and grins as his body changes. His muscles become denser and stronger, his body is covered with bright orange fur and his mouth is filled with razor sharp teeth. With a ferocious roar the green light fades away and standing in Bens place is a strange form. Standing with a broad stance is a bipedal orange and white tiger. It has two large black protrusions coming from its knuckles and it grins as it yells out.

"Rath!"

_Omnitirx database_

_Name: Rath_

_Species: Appoplexian_

_Home planet: Appoplexia_

_These large bipedal tigers hail from the planet Appoplexia. They value emotional openness. They like to express their feelings and the most prominent one is blind rage They take great pride in their fighting skills and they have a large love for fighting. They believe anything can be solved by hitting something enough times. They have enhanced strength and agility allowing them to lift things heavier than themselves and jump great distances. Their fighting styles are a mixture of wrestling, grappling hands, and brute force. They have been show to highly durable to the point of surviving a low orbit fall with a mild case of dizziness after wards. Each of their hands have a retractable claw that can be used as a stabbing weapon or to create a shockwave._

_They have very few fears and many enemies find it extremely difficult to stop one that is fully enraged. Due to their brains being hardwired for aggression, they have a low intelligence and are extremely temperamental. This leads them to be easily distracted and makes them prone to argue with innate objects. They are also weak against certain high pitched noises. They have the strange problem of mixing up metaphors.._

_database end_

Rath grins at him showing sharp teeth. Cardin takes a step back but shakes it off and draws his mace. Klaus smiles a little and chitters up to rath. Rath looks down and grins at the little bag before saying.

"Let me tell you something Cardin Winchester, the person who picks on the weak and innocent, that Rath is going to beat you down!"

Klaus trills up at Rath and Rath corrects himself.

"Rath and Klaus are going o beat you down! Happy now?" Rath looks down at the end with a raised eyebrow. Klaus grins at him in satisfaction and Rath looks up at Cardin. He sees Cardin slam the mace into the ground causing it to break and release a direct beam of Dust at him. The beam hits and smoke covers the area. Cardin pulls his mace out of the ground and says.

"He wasn't that tough.."

The smoke flies away and standing there without a scratch is Rath. You could hear a pen drop from the silence and Rath grins at Cardin. He asks is a low voice.

"It that all you got?"

Cardin looks at the tiger in surprise before shaking it off and drawing his mace again. He doesn't get the chance to draw it when a white fist slams into his stomach causing him to vomit. He stumbles back and wipes his mouth before looking up. Rath is in front of him with his fist cocked back ready for a punch. Cardin tries to block with his mace but Raths fist breaks through the metal and nails him in the face. Cardin is sent flying back and he skids the ground before stopping. Rath smirks before jumping across the room and lands on Cardin's stomach. He looks down at him and mirrors Klaus. He grabs Cardin's chest plate and picks him up effortlessly.

"If I catch you picking on anyone, anymore. I will find you and I will rip out your intestines and knit them into sweaters for my little ones!" Rath finishes with a room shaking roar and Cardin shakes his head 'yes' before falling unconscious. Rath drops him before slapping his Omnitirx symbol. Ben grins at Cardin's form and looks down at Klaus. He puts his hand down to the bag and slaps his zipper as a high-five gesture. He turns around and blinks at the classes faces. Many of them are looking at him in fear and some in anticipation.

He walks up to Glynda and says.

"You might want to check him. I felt some of his ribs break when I hit him in the stomach. And he might have a fractured pelvis.."

That snapped Miss Goodwitch from her stupor and she looks down at Ben with a glare. Ben smiles and walks back to his seat. He passes his friends and waves at them. They look at him and wave back and he sees Jaune smile lightly. Ben looks at his little ones and he releases a muffled scream as he is tackled by them. He feels them push him toward the makeshift throne and Ben chuckles at them. Klaus releases a few chitters and Ben looks down at him with a raised eyebrow,

"You can't lie to me. I know you're enjoying this, just like I am?"

Klaus deepens his color and Ben giggles at the small bag. He sits down in the throne and blushes as his children take up positions around him. They are like small blue barriers and Ben couldn't help but chuckle. If this was them now, what would they be when they get older? Ben shivers at his futures enemies misfortune. He hears various giggles from around the world and he looks at his classmates. Most of them are smiling at him and the girls are cooing at his children's protective acts. The bell sounds and Ben looks for his bag. He finds it and picks it up. Only for it to be eaten by Klaus and everything in it to be absorbed.

Ben stares at the magical bag in shock before screaming.

"What in the bloody hell was that for?!"

Klaus makes a hissing noise and Ben blinks. He smirks and asks the bag.

"You got jealous didn't you?"

Klaus doesn't answer but his color gives him away. Ben pats the bags head and walks out of the room with his children following. Jaune runs after Ben and catches up at the edge of the hall.

"Hey Ben! Wait up!" Jaune calls out to the confusion to his team mates. Ben turns around and looks at his blonde haired friend with a raised eyebrow. Jaune straightens his back before bowing and asking.

"Can you please train me to be a hero?"

Ben stumbles and his little ones catch his back. Ben croons at them in thanks before looking toward Jaune. He was bowing and his eyes were hidden but Ben could tell the amount of dedication. He looks behind Jaune and blinks. Ren and Nora were glancing at Pyrrha, who had a dejected look on her face. Team RWBY were looking at Ben with raised eyebrows that said.

"_What are you going to do now?"_

Ben gulps a little before looking at Jaune. He sighs and says.

"Come on..get up already.. I'm not your superior or anything."

Jaune replies by getting up and he stares at Ben with determined eyes. Ben is surprised at the determination but he smiles in surprise. Ben answers Jaunes question.

"I will not train you to be a hero," Jaune's head drops at this and Ben gulps at the glares he was getting "That is something that you learn by your self. But I can nudge you in the right direction and give you tips here and there."

Jaunes head snaps up and Ben smiles at the excitement and gratitude. He takes a glance at Pyrrha and flinches at her state. She had her head down and tears were spilling out. Ben frowns in his head but he snaps his fingers.

"That means that you can't skip out on your training sessions with Pyrrha though.."

Pyrrhas head snaps up and she stares in shock at what Ben said. Jaune looks confused at the statement but he quickly nods his head at Bens glare. Ben smiles in relief and he turns around. He starts walking away but instead of turning toward the lunch room, he turns toward the arena. The others stare at him and his children strangely and Ben smiles before saying.

"If you want to be trained, you had better kick your ass in gear.."

Jaune blinks for a few seconds before running after Ben. The others look at each other and shrug their shoulders before following. They might learn something from this as well.

_At the training arena_

Ben looks around at the bleachers and the dirt floor below him. He smiles and puts his hand on the dirt before nodding in acceptance. He walks over to the edge of the field but not before telling his children to stay with the others. Ben turns around and waves Jaune down. He raises an eyebrow at Jaunes armor and weapons. He was wearing a black and orange hoodies that was covered in white knight armor. He was carrying a white shield with his family's symbol on it. The broad sword was in his right hand ready for action. Jaune looks at Ben in surprise as he just stands there, not transforming.

"Aren't you going to transform or something?" Jaune asks with a confused look on his face. Ben smirks and takes a stance.

"I don't need to..."

Ben looks at Jaune and waits for him to move. He was right, as Jaune decided to rush him blindly. Ben waits until he was a few feet away before spinning around his sword slash. Ben places his foot squarely against his armored chest and winces as his foot is reflected. Jaune stumbles in surprise at the kick but he relents and clumsily shield bashes Ben. Ben side steps the shield and punches Jaune under the arm pit. Jaune jumps back and raises his shield arm. Only to find it unresponsive and numb. He looks down and widens his eyes in surprise at the limp form of his arm. He looks back at Ben and sees a fist coming toward his face.

He raises his other arm to block but it never comes. He feels a kick land against the back of his right leg and he collapses in a heap. Ben frowns at the struggling mess of Jaune and he walks forward. He kicks Jaunes sword away and bends down to his level. Jaune is staring at him in fear and Ben smiles and frowns.

"You need some work, my friend. You attack recklessly and leave your self open on many spots. You have a smart mind and I can tell. You just let your body act before your mind. These can be fixed though."

Jaune frowns at the negative views on his fighting style. The others also frown but Ben continues.

"You have good defensive instincts. You know when to use your shield and when not to. This is probably from Pyrrhas help and this can be fine tuned. Your aura is massive from what you scroll says but your not using it in your fights. I don't use aura when I fight, so you need to find some one else for that end. You need to learn more about your weapon though."

Ben chuckles as Jaune brightens up at the positives. He stands up and walks away. He hears shuffling as Jaune tries to get up and he hears a question.

"Uh...How long does this last?" Jaune asks while trying to get up. Ben turns around and smirks.

"About 5 to 10 min. You should be fine maybe some muscle cramping but that's about it."

Ben hears a 'oh' before walking back over to Jaune. He looks at the time and asks.

"Do you want to go again? But with me in one of my forms?"

Jaune looks up and shakes his head 'no.' Ben nods his head and he looks over to the others.

"Any body else want to give it a shot?"

His answer is a lot of grinning and Yang walking down to the arena. Ben raises an eyebrow at her but shrugs his shoulders. He gives her a 'one moment' finger and he moves Jaune back to the stands. He nods at Pyrrha and he smiles as his little ones croon at him in worry. He smiles and it calms them down. Klaus is frowning a little as well but Ben pats his head.

"Hey don't worry. I know that she is strong but come on. I'm Ben 10, I always win one way or another."

He walks back down to the field and goes to the opposite end. Yang grins and deploys golden gauntlets. Bright red and yellow fire burst behind her an Ben whistles in appreciation. He hears the others say.

"He is screwed..."

Ben smirks and pulls up the Omnitrix. He dials though it and grins as he finds the one he wanted.

"It's hero time!" Ben yells with a grin and slaps the dial down and the familiar green flash bathes the arena.

End chapter

**Authors note: Hey guys and girls! I'm quite happy that I finished this chapter. I'm sorry that I can't type decent fight scenes or the classes. I'm also sorry for any spelling or grammar mistakes in the chapter. Am I making Ben to English by making him say their words? If I am please tell me and if you have any tips or tricks leave them in the review section. Oh! Also what alien should Ben pick when facing Yang? Leave your suggestions but please nothing to bad like Way Big, Alien X, or anything along those lines. everything else is free game though. Thanks for reading and leave a review if you liked it. I have the next chapter for 'Guardians of the ocean' done! It should be up fairly soon...**

**This is Luckyplain13 signing out! **


	5. Flames that never die and sparring

Ben 10 and RWBY crossover

Omni: The shapeshifter of Remnant

"Person or creature speaking."

"_Person or creature thinking."_

**Authors note: Hey guys and girls! Thanks for all the views and reviews. You guys are giving me awesome tips and motivation for this story, and that is awe-inspiring. For he majority of the poll, many of you said HeatBlast or one of Bens physically stronger forms. I was thinking of using NRG but I dismissed that after a few thoughts. I am proud to say that are resident Pyronite is coming for a visit. Thanks for everything and sorry for all spelling and grammar mistakes. I am slowly getting better and enjoy the chapter. Ja'ne!**

Chp 5: Flames that last and sparring.

Everyone in the arena closes their eyes at the green flash. Ben grins to himself as he feels his blood become magma and feels his body turning into cooled rock. With a flurry of his now enlarged fists, Bens transformation is complete. The green flash dies away and everyone steps back as a fierce heat washes over the field. Even Yang takes a step back as the heat brushes past her. Luckily she is used to such heat due to her semblance.

"_What could have this much heat and not be a molten pile?" _Yang thinks to herself as her eyes readjust to the light. Standing in Bens place is a humanoid being made completely of molten magma. Its head seems to float in flames with large eyes and a strange mouth. Its hands are comically large and heat rolls off of it in waves. The being grins at Yang and yells its name.

"HeatBlast!"

_Omnitrix database_

_Name: Heatblast_

_Species: Pyronite_

_Home Planet: Pyros_

_These magma based life forms evolved on the star like planet of Pyros. Due to the nature of the planet, they are completely made of magma, giving the complete mastery of Pyrokinesis. They have been known o be quite strong and durable due to their bodies composition. They are completely flame resistant and they have the ability to harvest all flames around them. Due to their bodies, they have lived in isolation and due to this they have complete mastery over their many powers. They have limited Terrakinesis, flight, and speed. The last two are due to propulsion. When caught with a common Earth Cold, they gain the ability of Cryokinesis or Ice. This is more harm than good though._

_They have a natural predator in the form of a CrabDozer. These large Rhino like beings are the predators of the Pyronites. They have a thick shell that protects from most forms of physical damage and have complete pyro immunity. Despite their size and weight they are quite agile and are able to knock a Vaxsarian on the rear ends. _

_This form is one of Bens originals and Ben likes the form. _

_Datbase end_

Heatblast grins at his friends faces. He turns toward Yang and lifts his large hand up and makes the 'come on' motion. Yang snaps out of her stupor and grins before snapping her gauntlets down. The Pyronite and blonde haired brawler stares each other down and Yang takes the first move. She blasts forward and loads a shell into her gauntlets chambers. Heatbalst just stands their with a confident smirk on his face and waits for the shot. Yang pulls her fist back and releases a devastating punch at Heatblasts torso. It hits and she unloads a few rounds into him. Smoke covers his form and Yang jumps back lightly to see the damage made. To her shock, Heatblast walks out of the smoke without a scratch on him.

The Pyronite smirks and swipes away some invisible dirt. To the others he looked arrogant and confident but what they didn't know was that Heatblast was thinking up a strategy.

"_Okay she is physically stronger than the others. I actually felt that punch even with the armor on. That round was explosive, so I don't need to worry about that just yet. This might get kinda fun." _Heatblast finishes in his head before nodding.

He looks back up to Klaus and the small bag nods. Heatblast smiles at the mental link and looks up toward Yang and says.

"My turn.."

He lifts his hands into the air and releases a powerful beam of fire. Yang stand in front of the fire and takes it head on. Heatbalst raises a nonexistant eyebrow at this and blinks in surprise at Yangs form. She was almosy completely unharmed but her right arm is singed at the skin is bright red like a first degree burn. Yang looks at her arm and back at Heatbalst in awe. Her uncle Qrow had made the clothes out of the most flame retardant fabric in all of Remnant. And yet Heatblasts flames went straight through it like it was nothing. She turns her her toward Heatblast, who is patiently waiting. She cocks Ember Celcia and takes a boxing stance.

Heatblast blinks as Yang's attention returned to him. He grins and wills a chunk of Earth under his feet. To the surprise of everyone the ground broke apart and Heatblast floated on the chunk of rock. He takes the initiative and propels himself toward Yang. Yang widens her eyes at her fast enemy and runs toward him. She shoots behind her giving her extra momentum and jumps toward him with her leg out. Heatblast dodges to his left and throws a large punch. Yang blocks it and a shockwave shakes the 2. Yang widens her eyes at the strength of the punch and looks at Heatbalst, who was also surprised. She takes his surprise as a chance and uppercuts him with her free arm. Heatbalst flies into the air with a grunt and he corrects himself in the air.

He raises his hands in the air and good-sized rocks levitate and fly toward Yang. She ducks and dodges them before looking for Heatblast. She looks to her right and narrowly dodges a left hook from the fire being. She jumps back across the field and grins at Heatblast. She releases her semblance and grins as the flames dance around her form. She throws a punch and the flames follow it with a large bang. Heatbalst watches the fire with a smile and he opens his mouth. To the surprise of everyone, the flames go into his mouth and Heatblast burps as the last of it enters. He wipes his mouth with his hand and says.

"Thanks for the snack.."

He doesn't get an answer but he starts dodging a Yang throws punch after punch. He parries with his own boxer style and dodges each of her punches. She does the same but it was harder due to Heatbalst large hands and lightning like reflexes. Heatbalst lands a punch near to the side of her head and she flies back a few feet before stopping. She looks up and her eyes follow a flying strand of Blonde hair. The others cringe at the hair and watch as Yang's violet eyes turn bright red with fury.

"_Ben is so screwed..." _Was the collective thought of the teams. Heatblast blinks at Yang as she raises her head to him. He stumbles a little as he gazes into her red eyes alight with fury. Even Klaus is surprised at the sight.

"You touched my hair..." Yang whispers with a low growl. Heatblast blinks and takes a step back. He doesn't get the chance to as Yang was already upon him with her fist raised. Her fists rain upon his magma body and he could actually feel to hits. Heatblast grunts in pain as Yang yells out.

"No body touches my hair!

Her semblance is out of control and the flames are fluctuating to a dangerous level. What she didn't know was that her flames were being absorbed by Heatblast. She finishes with a fierce kick to Heatblasts chest and cocks back Ember Celcia. She punches him and a bright flash takes over the room. Heatbalst flies from the light with pieces of his magma body breaking off and flying to th ground like meteors. Yang touches the ground and her heavy breathing is heard. Her eyes return to violet and she shakes her head and looks around.

"I went berserk again didn't I?" Yang asks with fear in her eyes. The others nod their heads 'yes' and they all look toward Bens children. They are hissing fiercely at Yang and they start flying toward her ready to freeze her into a popsicle, when a crunching noise breaks the silence. Heatblast walks out of the smoke holding his shoulder, his face covered in pain. Parts of his body were falling off and his rock body was cracked and splintered. The strange thing was however was that the magma in his boy was shining brightly. Heatblast walks forward and looks down as the light gets more intense.

"This isn't going to be good..." Heatblast weakly whispers before his body implodes in a shower of rock and lava. The others shield theirs eyes and stare is shock at the crater that was left. Yang looks at the crater in shock and falls to her knees. The others look at her in sadness and grief before walking forward. They don't get the chance as the babies fly ahead of them their mouthes open and ready to release their icy breaths. A small tremor shakes the arena and Yang looks up and sniffles.

"Huh?"

A large crack forms in the floor and magma seeps through it. With a mighty shake, the magma shoots up ward like a geyser and starts to form a shape. The shape resembled a human but taller and more muscular. The hands form and to the happiness of the others, they were comically large. The figure finishes forming and chunks of rock fly from the walls toward it. They meld into the body of magma and melt into a thick armor. The body finishes and it looked like Heatblasts, only a little more bulky and rocky. A final piece of rock floats to the neck of the being and forms a familiar face. The magma starts to feel in the lines and the head ignites in a brilliant flame. Two small volcanoes erupt into hot flames nd the being looks at its self before looking down. The chest moves around and something juts out from it. It was the Omnitrix symbol.

The others look at the new magma like being and ask.

"Ben?"

The fire being looks at them and gives them that same snarky remark.

"Who else could it be?"

Yangs eyes start watering and she starts stammering.

"I-i-i thought that I had killed you..."

Heatblast looks at her and smiles. He walks up to her and dims down his flame hand before patting her on the head. Yang looks up and Heatblast says.

"Nah...It takes a lot more to take down Ben 10."

Heatblast looks around for Klaus and notices him in the crater, unharmed.

"There you are Klaus. Are you okay?" Heatbalst says while he picked up the bag. He doesn't get an answer as ther bag nuzzles into his hand fiercely. Heatblast chuckles and looks back toward Yang. Yang sniffles and asks for the rest of the Teams. "Then what was with the explosion?"

Heatbalst blinks and answers with a chuckle.

"The only way for this form to change from its child phase into its teenage phase, is for a large amount of heat and energy to be absorbed. Your semblance gave me the right amount and 'boom', I entered my teenage phase."

Heatblast slaps the dial down and transforms back to Ben. He smiles and says.

"See? nothing wrong.."

Ben releases a small screech as he was tackled by his little ones and nuzzled to death. The baby Necrofriggians release small trills of happiness and nuzzle Ben into mother mode. Ben wraps his arms around them and cooes.

"I'm sorry that I worried you my little ones.. Mommy is so sorry..."

He hears soft soft chuckles and looks up at the smiling faces of his friends. Jaune walks forward and pushes his hand out.

"We thought that we had lost you for a few seconds..."

Ben takes the hand and nods in thanks before looking at Yang. He frowns as he sees her still crying over the accident and he walks over and bends down to her eye level.

"Its okay Yang...Things like this happen in life and sometimes you can't avoid them.." Ben says with a calm motherly voice that calms Yang down. She sniffles and says.

"But I could have killed you..All because I can't control my anger..."

Ben frowns at this and he looks toward the others. They are looking at him with weird faces and Ben deadpans. He shakes off the 'deadpan' and returns to the problem at hand. Yang is beating her self up over about almost killing him in a spar. He puts his hand over his mouth and thinks before saying.

"Ah!"

Yang hears the noise and looks up. Ben cringes at the make up running down her face and he quickly begins.

"Don't feel too bad. Everybody has an anger meter and something that triggers it. Mine is my children," His babies trill in happiness and nuzzle Ben. "friends and family. Yours is our hair and most likely those you care about."

Yang blinks at this and nods her head. She looks us toward Ben and Klaus and she smiles despite the tears. Ben smiles and stands up. He helps Yang up and watches as she wipes her tears away. He nods and starts walking away with his moth guard unit behind him. The others look at him with confusion and Ben grins before saying.

"I don't know about you but I want to get some food before lunch ends."

They all widen their eyes and Ben sidesteps the stampede that passes him. He chuckles and releases a happy squeal as his children nuzzle him. He takes off in a run after them and his children follow. Klaus releases a little screech and the others pick up speed. The race for lunch has begun!

_A little later_

Ben waves to the others as they walk toward their dorms. He looks at the towers and sighs. It was a long way to the top. He shakes his head and waves for his children to follow. They quickly do and Ben walks up the long stairs. He goes up to his door and it opens up a panel. A small green and black eye juts from it and scans Ben. It blinks in acceptance and the door opens. Ben lets his children fly in and settle themselves in their little hamocks. He had built 14 small hamocks, while as SpiderMonkey, above his bed in a neat little pattern. Ben had a hard time keeping them in their beds but he would relent if they slept with him. He walks over to his bed and jumps on it. He looks toward the window and smiles at the star filled night.

He looks toward his left and smiles as Klaus hops up to the window seal. Klaus looks up at him with his button eyes that say.

"_You really gave everyone a scare, you know?"_

Ben smiles ruefully and pats the bags head. Klaus purrs into it and Ben chuckles to himself. He nods his head and walks over to his table. He pushes a button and a small holographic screen pops up. Ben pushes through unimportant news but stops at a weather report. He frowns at the headlines. A large storm was headed toward the coast and it was predicted to be highly destructive. The good news was, that is could turn around and miss them but Ben knew that was unlikely. A date pops up and Ben nods at it. He had 2 days to prepare for the storm and maybe help the little town near Beacon. He yawn and returns to his bed. With a flourish, he slips the cvers over him. He was about to close his eyes when 14 small bodies press against him.

Bens eyes twitch for a few seconds before he relents. He lays on his back and watches as his children crawl over him before folding up their wings for sleep. He hears qiuet cackling and turns toward Klaus. He glares at the bag and huffs before pulling the cover over him and his children. He sighs at the comfort and closes his eyes. He never noticed Klaus crack a purple jewel in his mouth and hop over to the nearest table.

_The next morning_

Ben yawns and slowly sits up. He gets out of the bed despite being covered in small Necrofriggians. He walks over to the fridge and takes out a large packet of boxed apple juice. He opens 1 of them up and is suddenly free of the extra weight. He chuckles as his little ones sip on the apple juice and Ben smiles and walks over to the bathroom door. He opens it and says.

"Watch the kids for me Klaus!"

Klaus makes a strange sound and turns around as the babies leer at him. He releases a very alive shriek and stops hopping around. Ben can hear this and he lets out a low chuckle before stepping into the shower. His phone plays 'Ready, Aim, Fire' by Imagine Dragons and Ben is soon singing softly to the music. He steps out of the shower a few minutes later and dries himself off. He opens the door and smiles as his little ones chase Klaus around the room. He ducks as 1 of them fly above him and walks over to his closet. He opens it and takes out his uniform. He grins at it and unhangs it. He looks down at the left over silk from SpiderMonkey and mulls it over. He nods his head and shuts the door, while mumbling.

"Note to self: Make rain coats for my little ones..."

He starts putting the uniform on bit by bit. The underwear and socks go first and then the pants. The dress shirt goes on next and after that the red tie. He slips on the jacket and looks at himself in the mirror. He nods in acceptance and blinks as his door knocks.

"_Who could that be? No one except Ozpin knows that I'm up here.." _Ben thinks and he walks to the doors peep-hole. He nearly trips into the door, when he notices Teams RWBY and JNPR standing at his door. He pulls his head back and blinks before looking again. He turns around and looks at his children, who were pulling at Klaus, and makes a low screech. He takes in a breath and opens the door. He looks at their smiling faces and pops the question.

"Who told you, that my dorm room was here?" Ben asks the others. They all grin and chime together.

"Headmaster Ozpin~~~!"

They all pass by him and start 'ooing' and 'ahhing' at his room. Bens eyebrows twitch and he glares at them thinking.

"_Didn't your mothers teach you to ask before entering some ones domain?!"_

He just grumbles it off and looks at his friends. Ruby and Nora are jumping up and down on his bed with happy grins on their faces. Weiss and Yang are going through his wardrobe and Ben feels an annoying little itch at the back of his head. He swats it away quickly and looks for the others. Ren and Blake are sitting at his table with his children crawling over them. Pyrrha is marveling at the sights from his window and Jaune is just staring at Klaus. Klaus stares back and jumps toward Jaune. Jaune jumps back and Klaus releases a small evil chuckles. Jaune starts cursing under his breath and Ben turns his head as he hears 2 happy sighs.

"How is your bed so soft~~~~!" Whines Ruby while she covers herself with his bed sheets. Nora grins at her and curls herself into a make shift cocoon and answers.

"It's like I'm sleeping on a nice, fluffy cloud. So silky~~~."

Ben is about to answer when a gasp is heard. He turns to the noise and deadpans as Weiss and Yang are picking up SpiderMonkeys silk and touching it. Weiss's face was priceless and Yang was busy rubbing her face against the web.

"What is this material and what is it made from? More importantly is where did you get it?" Weiss asks with a raised eyebrow. The others soon come over and start running their fingers through the silk. They all gasp at the smoothness and softness of the fabric and turn to Ben. He signs and answers.

"One of my forms can create a super dense and strong spider web. I use this 'web' for many purposes such as: making clothes, armor, and many other things. And it is made up of proteins and amino acids."

The others blink and Ruby says.

"So this stuff is technically spider silk. And most of your uniform and clothes are made up of this?"

Ben blinks at the question but nods his head. He is tackled by the girls and he quickly hears one of them say.

"So us the form!"

Ben struggles against the weight and taps the Omnitrix. With a bright flash, the girls get off of Ben and stare at the being in front of them. It was a small blue monkey with four small arms. The small simian had four green eyes in a rectangular shape. The beings had a small blue tail that swung behind it almost lazily. On its chest was the Omnitrix symbol and it was connected to 4 straps that extended to the monkeys shoulders and above the second pair on arms. The blue simian grinned showing off so small fangs and said.

"SpiderMonkey!"

_Omnitrix datbase_

_Name: SpiderMonkey_

_Species: Arachnichimp_

_Home Planet: Aranhaschimmia_

_These small monkey like beings come from the densely forested planet of Aranhaschimmia. They mainly eat fruits and vegetable but occasionally eat meat. They have the ability to shoot a sticky substance from their tails that has been shown to be stronger than steel. They can use their sticky fur to climb walls vertically and horizontally. They have enough strength to use a light post as a bat and due to their extra hands and prehensile tail, they excel at hand to hand combat. They have a amazing senses of agility and superior hearing to humans._

_They can however get tangled in their own webs. Their webs can frozen or melted away with little difficulty. They do have a ultimate form. Evolved Arachnichimps are colored purple and black. They have lost their tails but these are replaced by 4 retractable spider legs. They have not lost their ability to shoot their webs. They shoot them from their prehensile mouth and it has been shown that the webs are stronger than that of a normal Arachnichimp. They have great dexterity with their spider legs, almost to the point of they becoming an extra pair of hands. Increased strength has been shown as well and greater endurance. It takes nothing less than a small nuclear bomb to knock an evolved Arichnichimp out._

_Omnitrix database end._

SpiderMonkey stares at the group for a short period before moving to the basket, containing the silk. He grabbed the basket with his lower hands and uses his tail to grab some needled and a knitting kit. The small blue monkey moves sets the basket and tools down and slowly grabs a small string. He slowly starts making the basis of what seems to be a jacket and he quickly picks up speed. He smirks to himself as the others sit down and watch him do his knitting. He finishes off the top part and looks down at the basket. He frowns as the silk was getting lower and lower but he fixes that problem. To the others amazement and disgust, a large thick string of the silk, shoots out from his tail into the basket.

SpiderMonkey smiles to himself and begins to knit once more. Weiss grabs a warm string and marvels at the strength and softness. She looks at the transformed teen and narrows her eyes. She had an inkling of how he transformed but she needed a way to prove it. She sits back and watches the monkey finish the jacket. The jacket looked like a fall weight but it had no color. It was starch white like his silk and SpiderMonkey retruns to his closet. He pulls out small jars full of multicolored liquids. He dips his fingers in the jars and puts them in his mouth. Noras eyes widen and she quickly does the same with the green colored juice. She puts it in her mouth and widens her eyes. It tasted like an extremely sour apple but it had a strange mix of mango and pineapple to it.

SpiderMonkey chuckles at Noras face and says with his monkey voice.

"I use a combination of certain fruit juices to create the color on the fabric. You won't be finding any of these fruit on this planet."

SpiderMonkey catches his mistake and quickly hands the group a jar full of red juice. No of them noticed and SpiderMonkey lets out a quick sigh. As he finshes the jacket he looks for the person who he wanted to give it too. He finds the person and whistles to get the others attention. They all stare at the jacket in awe and confusion. The basis of the jacket was a dark black but it had hints of golden and orange in it. The color was a mixture of gold and orange lines and the streamed down the shoulders to the sleeves. SpiderMonkey puts his jars away and hands the jacket to Jaune. Jaune looks st the jacket and back to SpiderMonkey. Spidermonkey nods his head with a smile and says.

"I didn't know your measurements, so I took a swing at it. I hope it serves you well for the seasons to come."

Jaune looks at the jacket and quickly puts it one. To his and the others amazement, it fit perfectly. Jaune rubs his hand over the fabric and turns toward SpiderMonkey, who was putting the materials up.

"Why would you make it for me?" Jaune asked with a confused face on. SpiderMonkey looks behind him with a small 'oh' and says.

"You remind me of well me when I was younger.** Oh, oh, a**. You have the your heart in the right spot but you don't know if you can suceed or not."

Jaune blinks and looks toward his friends. Pyrrha is smiling at him with a gentle eyes. Nora is giving him a thumbs up and Ren is nodding his head approving of Bens analysis. Ruby and Yang are giving him encouraging smiles and Blakje just nods. Weiss is the only one who doesn't do anything except glance in his direction. Jaunes smile breaks his face and he turns to SpiderMonkey. SpiderMonkey is smiling as he reaches uop and touches the symbol on his chest. With a flash, Ben is back in action and he is quickly covered in small blue wings and green eyes.

Ben pats his children's heads and smiles as Klaus attaches himself to his side. He looks forward and is quickly asked by Yang.

"Do you take orders?"

Ben looks at their faces and sighs. They are leering at him with the face Gwen used to give him. He nods his head 'yes' and is quickly being told measurements and colors for their orders. Ben was very lucky to have a spare note pad near him, huh?

_After the order fiasco._

Ben sighs to himself as he walks to his first class. It was history, and while Ben wasn't bad at it, he wasn't exactly interested in it. The teacher Mr. Oobleck was a nice man, that could give some of the kid Kincelereans a good race with his speed, but he was a little eccentric. Ben was very fortunate that he understood gibberish. He hears some soft cooeing from behind hm and he is quickly nuzzled by his children. Ben laughs and releases a 'thank you' trill before moving toward the classroom door. Ben smiles a little and says.

"At least I have Combat class at the end of the day. Thats always a bonus..."

_To Combat Class!_

Ben grins at his friends as they walk into the class. He turns to Miss Goodwitch when she walked in and began to speak.

"Today class. We will be sparring and learning each others tactics and abilities. You may request a sparring partner if you wish but I shall pair up those who don't."

Ben frowns a little at her. He doesn't mind sparring at all but he would like to learn something new at least. He hears someone call his name and he follows the voice. He sees Ruby waving him over. He grins and jogs over. Ruby smiles and motions with her hand toward Blake. Ben blinks and looks at the cat faunus. She nods her head and walks over to one of the spare sparring fields. Ben shrugs his shoulder and quickly follows. He tells his children to wait with Ruby and the others. He looks at Blake and says.

"Lets have a good fight, eh Blake?"

Blake nods and deploys her strange scythe weapon. He narrows his eyes at the literal pistol grip and he looks down at his Omnitrix. He starts scrolling through it and thinks about his choice.

"_Blake looks to be one of those silent types. She acts like a ninja half the damn time and tends to use the shadows to her advantage. Should I do the complete opposite or should I stick to the shadows and use them to my advantage? I might as well since I got a theme going..."_

Ben nods his head at his decision and looks for he alien he wanted. He stares at the symbol before shaking his head. This confused many of the others but they shrugged it off as Ben quickly slaps the dial down. The familiar green flash takes place and Ben grins a little. He feels his very DNA be rewritten and he feels the one thing that made him alive, disappear. His bones twist into a very strange shape and his skull goes upside down and a single eye hole is seen. A flurry of skin covers the mangled form and with a bright flash, Bens transformation is complete. Floating in Bens place is a ghostly spectre.

Its skin was a pale grey skin with a tint of green through out. Its single eye rested in a head that vaguely looked like a candle. Its hand were shackled to the symbol on its chest and its hands were three pronged and sharp. Its torso was covered in cracks and its elbows had a sharp point to them. The most shocking thing to them was the feeling it gave off. It had no aura or life energy to its body and the being seemed to know it as well. It spoke in a low haunting whisper that had a hint of Bens voice to it.

"GhostFreak!"

_Omnitrix database _

_Name: GhostFreak_

_SpeciesL Ectonurite_

_Home Planet: Anur Phaetos_

_These spectral like beings evolved on the cracked planet of Anur Phaetos. They look like a classical horror film but they do fashioning a little with hats and stitched clothes. Their grey skin is actually a protective cover that hides their true forms. Without their protective layer, they are misshapen horrors. They posses an exposed skull, that is turned up side down, dark blue skin that has bones protruding from it, and a gaping holes coming from it. Their tails are now striped black and white and speak with an eerie voice. The Ectonurites on Anur Transyl tend to hide their true forms and their protective skins look like patch work. These beings have a multitude of power._

_They have density altering protoplasm that helps them phase through matter and become invisible. They can posses and inhabit other bodies and control them like a puppet. Without their protective coverings, they have strong telekinetic powers. In true absolute darkness, they reach their true power. Oddly enough, each and every strand of DNA is connected to their conscious. They are immune to life energy consumption due to their spectral nature. They can take the powers of other beings but this has only been shown by Zs,Skayr. They have amazing photographic memory. _

_They can rotate their skull as an intimidating factor. Standard enhanced strength, agility, reflexes. and durability. They have retractable tentacles that can be used as an offensive or defensive attack. They are extremely weak to sunlight and can be turned to ash but they regenerate after the sun goes down. A certain chemical can cancel out their intangibility. Ben does like this form but he has some problems with using it._

_Omnitrix database end._

Ghostfreak floats and stares at Blake with his one visible eye. The other students look extremely scared of his transformation and they back away very slowly. Blake takes the first move and disappears. Ghostfreak doesn't seem worried when she appeared behind him, Gambol Shroud raised high. She brings it down and watches as it passes through nothing but air. Ghostfreak whips around and Blake parries his claws. She is surprised at his strength and pushes back. Ghostfreak falls back a little and his one eye narrows. He floats backward and looks at Blake before releasing an evil insane laugh.

"HehehehHAHAHAHA..."

They all watch in fear as he phases through the ground laughing the entire way. Someone in the crowd whimpers and hides behind his partner. (Jaune...) Blake looks around for the ghost and doesn't find him. She releases a pulse of aura and tries to pinpoint his location. She feels nothing ut she hears his hanuting voice laugh out.

"Aura is supposed to be ones soul? I'm a ghost, so I don't have a soul!"

Blake whips around and sees nothing. She feels him appear a few feet behind her. She turns around and takes a few shots. He just turns intangible and watches as Blake jumps into the arenas dark ceiling. He chuckles and flies up into the darkened ceiling. Various gun shots are heard and seen and little haunting laughs send chills down everyone back. Blake is thrown out of the darkness and she stares up in shock.

"_I was beaten in my element?! How is this possible?"_ Blake thinks in her mind and she uprights herself. Ghostfreak floats down and says something that make her stop dead in fear.

" You know what they say? Possesion is 9/10ths of the law..."

Blake blinks and feels something enter her. She feels something probe her mind and tries to fight it but to no avail. Blake bends forward to the confusion of the other students and looks up. Her once amber eyes are now a bright green.

"Time to end this match..." Blake/Ben says in a distorted voice. She/he walks forward toward a wall and stops. Ghostfreak feels a little resistence and compliments her.

"Very few people have given me this much resistence. Congrats!"

Blake/Ben leans back and slams their head into the concrete wall. The others cringe when a crunch noise is heard and Ghostfreak flies out of Blake body. Blake sways a little a falls to the ground unconscious. The other students turn to the wall and gasp. A head shaped hole is there and it went at least 8 inches into the wall. Professor Goodwitch snaps out of her shock and announces.

"Winner Ghostfreak! Am I correct?"

Ghostfreak nods his head and hisses in delight as his children fly to him. They start fluctuating their intagiblity and Ghostfreak matches theirs. Klaus appears on his side via coming out of his skin. To the others it looked like and disappearing and reappearing act. He floats over and quickly turns intangible as Yang throws a punch at him.

"You didn't have to do that, you asshole!" Yang says and her eyes flash red. Ghostfreak looks at the others and frowns inwardley at their frowns.

"I'm sorry but I'm just using this forms strengths. And it taught her a lesson didn't it?"

The all blink and narrow their eyes. Klaus releases a few chuckles and is quickly silenced by Ghostfreaks glare.

"What lesson did she learn?" Weiss asks angrily and Ghostfreak looks toward her with his one eye.

"I taught her that, there will always be something that's better than you at something, that you thought you were good at. You didn't notice it Yang?"

Yang blinks at the lesson and shakes her head 'no'. The others also calm down and think on the lesson. Ruby frowns a little at the saying and thinks.

"_What can be faster than me?"_

Ghostfreak looks at Yang and says.

"You probably thought that you had the 'hottest' semblance or aura, correct?"

Yang nods her head in affirmative and looks puzzled by his reasons.

"I used a form that was completely made of fire and all of your attacks were nothing but food for it. I had proven that there was something hotter then you and could beat you at your own element. It teaches you not to underestimate your opponent."

Yang widens her eyes and thinks about it. He was right. He used a form that could take and pary blows with her, and use her very own element against her. He taught her that someone like him could be out in the world, and they or it could wipe the floor with her. She nods her head in thanks and turns to Blake, who was getting up. She groaned and asks.

"Why does my head hurt like a stampede of Ursa ran over it?"

Ghostfreak and Klaus chuckle and the ghost says.

"Thats my fault. Sorry..."

Blake looks at the spectre and walks up to him. She looks at his form and sticks out her hand. Ghostfreak takes it ad shakes it up and down. She shiver due to the deathly cold it had but she looks to Yang.

"Can you escort me to the infirmary? I have a killer headache and I need to make sure, my skull wasn't indented..."

Yang smiles and helps her toward the door. The final bell rings and Ghostfreak nods toward his friends before flying out of the room, his children quickly following. The other students faces were priceless, when they noticed the Ectonurite floating above them.

_Later after lunch_

Ben sighs and pats his stomach happily. Team RWBY and JNPR were behind him speaking about Ghostfreak. Ben tones them out and watches as they turn toward their dorms. Ben smiles and waves to them before chuckling at his children. They are flying around his head like a solar system. A solar system that had 14 planets and a transforming sun. He reaches the entrance of the tower and is about to open it when thunder boomed above him. He looks up in shock as the dark clouds roll in and he turns around toward his children. They are trilling and crooning at him in fear. Ben is about to run to them when a gust of wind pushes him to the wall. He grunts and feels Klaus release a screech. He opens tries to lean forward and opens his eyes. His children are fighting the wind but they can't get any ground. Ben looks down at the Omnitrix and turns the dial and says.

"Give me something to save my babies!"

With a bright flash, Ben feels his body change. His body and innards disappear and transform into bandages. They coil upwards and start making a vague mummy shape. With a flare of bandages standing in Bens place was a living mummy. Its head resembled that of the ancient pharaohs and its long arms were comically wide. Its fore arms were covered in a silky cloth that was mostly black but it had green highlights. It had a belt around its waist that was connected to a long skirt that ended at its knees. With a whisper quiet, voice it said with urgency.

"Snare-Oh!"

_Omnitrix database_

_Name: Snare-Oh_

_Species: Thep Khufan_

_Home Planet: Anur Transyl_

_Thep Kufans are mummy like beings composed entirely of organic bandages. They are thin shaped and have slight ape appearances. Their heads resemble the head pieces of ancient pharaohs minus the nose and mouth. They were skirt like clothing and have two bandages hanging hanging from its back. Their chests are hollow, this allows them to store items in their chests. Their clothes come in a variety of colors and their mouthes are beak like, with sharp teeth and a long tongue. _

_Due to their unique physiology, they can use their entire bodies for many uses. They can survive in the vacuum of space. They are incredibly resistent to damage due to their important organs being in their shell. They can regenerate from almost complete destruction. They have limited shape shifting abilities. Like all beings in the Anur System, they are immune to corrodium. They can even block the harmful radiation and store it inside their bodies for safe keeping and an extra power boost._

_Database end_

Snare-Oh extends his tendrils toward the little ones. They screech and croon as the bandages wrap tightly around them and pull them toward the Thep Khufan. Snare-Oh feels another gust of wind come and he extends the two bandages on his back into wall behind him. Klaus is pushing himself against the mummy and is trying to keep his zipper shut. The tendrils burst through the stone and anchor him to the wall. His legs dig into the ground and he starts pulling his children closer. The little Necrofriggians nuzzle into the bandages as the wind picks up and rain falls. Snare-Oh wills his tendrils to pull him toward the wall. They slowly start to pull him and he focuses on his little ones. With a great pull, he feels his little ones in his large arms. He releases a loud sigh and opens up his chest.

The babies screech and croon at him and he smiles as another torrent of rain hits him. He sends a reassurance pulse through their link and puts them in his chest cavity. They move around until comfortable and croon at him as the bandages start closing up around them.

"This will keep you dry and allow you to sleep without worry. Mommy will be right here."

They croon and Snare-Oh watches as their large green eyes close. He looks up at the storm and prepares for another gust on wind. It hits and Snare-Oh grunts from the force and pulls himself closer to the wall. Klaus is quickly put in his chest cavity and Snare-Oh looks up again. The rain was really picking up and he could feel his bandages get soggy and heavy. He looks around for some shelter and finds none. His head looks up to the tower and he can vaguely see his window.

"Should I really chance it and try to climb up to my room?"

He hears the soft breathes from his children and looks up at the sky as a bright flash blinds him. A window shattering 'boom' echos across the land and he looks up at his room. A bolt of lighting had struck it and the top portion was destroyed. Snare-Oh's eyes widen from the blast and he quickly covers his chest as the debry falls over him. He looks at the large rocks and grabs them with his hands. He starts pulling them toward him in a makeshift dome and before long he was covered in the rocks. Snare-Oh sighs and lets his chest open a little. His little ones are sleeping soundly despite the storm. He looks at the dripping rocks as rain pelts his makeshift hut and he nods his head. Time for a late nighter..

_The next morning._

Snare-Oh blinks in surprise as sunlight comes in from the cracks in his hut. He quickly unanchors himself and pushes against the rock hut. It falls and Snare-Oh squints as the sun blinds him. As his vision returns, Snare-Oh gasps at the destruction.

"Holy Celestialsapien..."

His children push through his chest and croon at their mother. Klaus quickly jumps out and connects to Snare-Ohs side. Snare-Oh looks at his little ones and smiles as, they look fine. He looks down at the magical bag and chuckles at the crooked zipper. The babies stop their crooning and stare at the sight in front of them. Even Klaus is silt by the sight. Snare-Oh takes the words from their minds.

"This is going to take awhile to fix..."

End of chapter.

**Authors note: Hey guys and girls! I accidentally lost my USB hard drive. That pushes 'Guardian of the Ocean back a little but I had an extra half done copy in my computer. Lucky me!~~ I hope you guys like the chapter and sorry for any grammar or spelling mistakes. What alien form should Ben chose for Weiss. I have the others done but Weiss is really stumping me. I was thinking of using Eye Guy for his elemental eye blast or maybe Feedback?**** If you liked leave a review and any tips or tricks for me are appreciated. Thanks!**

**This is Luckyplains13 signing out!**


	6. The clean up and the reveal

nBen 10 and RWBY crossover

Omni: The shapeshifter of Remnant.

"Person or creature speaking."

"_Person or creatures thoughts."_

**Authors note: You guys are really getting into this. That is very awesome and amazing. I hope that I can continue this story to its fullest potential. Sorry for any mistakes in the last chapter and I'm also sorry for any in this chapter. From what i've seen, everyone wants me to use Feedback against Weiss. I agree and our favorite Conductiod will make his appearence in the next chapter. This one is for Ruby and the big reveal of Bens transformations. Thanks for everything and I hope you like the chapter. Ja'ne!**

Chp 6: The clean up and the reveal.

Snare-Oh looks at the storms destruction in awe and sadness. Many of the dorms are missing pieces and the rubble litters the walk ways. The rubble varies in size and pieces of them have scorch marks from the lightning. Small flames are dancing across some of the trees and the wind howls empty. The Thep Khufan looks up toward his tower and walks over to the wall. Klaus chitters at him and Snare-Oh nods his head. His hands stretch to the nearest ledge and he starts swinging his way up to the remains. His children coo and follow behind him, wary of the falling rocks. With a final leap, the mummy lands in the remains of his room.

The sight saddens him greatly and he touches the Omnitrix symbol on his waist. Ben frowns at the large crater in his floor and walks around it. His clothes have been incinerated beyond repair and his bed in missing half of its body. His kitchen s completely gone and Ben whistles lowly. Klaus hops from his side and jumps his way to the security panel. He chitters up at it and it whines back. Ben smiles at the interaction and looks out of the large hole. The left over water is washing away pieces of debri down the streets and random objects accompany it. Ben looks at the destruction with an inquisitive look upon his face. He snaps his thumb and looks through the Omnitrix. He grins at the image and slaps it down. His body expands and becomes a thin weak metal. His innards slowly morph into clock like gears and his head grows into a vague winder. With a green flash standing in Bens place is a large metal being.

Its main color is a metallic gold and black lines run across its joints and body. It has a small window on its chest and In the window is moving, ticking gears and the Omnitrix symbol is located upon the glass. Its head looks like a wind up toys starter and its face is emblazoned on its front. The being looks forward and says with a floury of its arms.

"ClockWork!"

_Omnimatrix database_

_Name: Clockwork_

_Species: Chronosapien_

_Home Planet: Unknown_

_These mechanical lifeforms, though they look more like machines than biological, come from an unknown planet. They are made of a brass like metal and have a translucent window which shows theirs innards. They have round heads and a semi-round crest on their head. Theses beings have the ability of Chronokinesis or the ability to control time. This allows them to fire a beam that can either age their enemies to dust or time travel them. They can also show an event that happened in the past via their crest, which spins and creates a small bubble of viewing. They can also time travel or fix things with this power. They can slow down time which makes them look extremely fast but in reality, they are very slow._

_They have been prone to breaking and can not handle large amounts of force. If enough damage is done to the Chronosapiens body, they power down until repairs can be done. They are horrid runners and tire out very quickly. If their gears is struck, they are greatly stunned. Ben doesn't use this form for combat unless by accident. He does use it for helping others and finding clues. He talks in a German accent._

_Database end._

Clockwork looks around the room before saying.

"Letz see if I can do anything about thiz.."

The gear on his head starts to spin and the entire room is covered in a green bubble. Klaus stops chattering and looks at the metal beibng in happiness. Clockwork nods in acceptance and says.

"Time Reverse!"

In a split seconds the air around them started vibrating and specks of dust and rubble start floating. With a snap of his finger large boulders and his clothes start repairing themselves. Before long the room is like it was before the storm and Clockwork stops the time reversal. With a small sucking noise the green bubble disappears and Clockwork looks at the room in satisfaction. He walks over to the window and his children release small croons at his waddle. His body lets loose some little ticks as he pushes the window open and listens for the familiar ticking of Beacons green lights. His face lights up in a smile as the beacons release a happy dong and returns to its duty. Clockwork looks around the area and notices some commotion near the underclassmen dorms. He blinks as he notices the hair colors and looks toward the door.

"Zhis is going to be a problem..."

He glares at Klaus as the little bag chitters and laughs at him. His children croon and attach to his bronze body. He sighs and walks toward the door and opens it. He groans as he pushes through the small door and lets out an 'oph' as he finally gets out of it. He closes the door and starts walking down, the thankfully large stair case. His gears release a little whine and he quickly walks toward his friends.

"I hope no one was hurt.." Clockwork said with worry in his voice.

_With Team RWBY and JNPR._

Ruby looks at the destroyed dorm. It was hit by lightning and both RWBY's and JNPRs rooms were destroyed. Luckily they weren't there but they can still feel the intense heat from the strike. Yang is smiling and trying to be encouraging and Blake is just staring at the sky in anger. Weiss is just staring blankly at the burnt and charred dorm. Jaune is crying a little and Pyrrha is hugging him, whispering soft, kind words. Ren is hugging Nora as she bawls over her lost stuffed animal collection. Eight heads shoot up as they hear a strange clanking noise behind them. They turn around and stare at the clock like being jogging up to them.

They draw their weapons but stop as they see Bens children following the being. The being stopped and they look at the Omnitrix symbol on its chest. Ruby breaks the silence and asks.

"Ben?"

The being smiles and says with a strange accent.

"Ya but you may call me Clockwork."

The now named Clockwork looks around at the others and releases a happy sigh. It looked like no one was hurt but they did look extremely sad. He followed their gazes and blinks at the dorm or what was left of the dorm room. A large amount of the building was untouched but in the middle is a large smoldering crater. He pieces two things together and says.

"Your dormz was hit by lightning?"

Ruby nods her head and Clockwork frowns. He starts walking to the dorms entrance and he enters. The others blink at him and look at each other before shrugging. They run in the entrance and looks for him. They notice him walking up the stairs, toward their dorms and they run to catch him. Clockwork hears them running up to him and turns his head around the corner. He looks at the gaping, charred hole and releases a 'hum'. The others catch up and nearly start crying at he destruction. Ruby releases a small whimper and whispers.

"Fort Ruby..uuuuu~~.."

Clockworks gear starts spinning and the other cover their eyes as the green bubble engulfs the two destroyed rooms. They all open their eyes and gasp in awe. Everything seemed frozen and Jaune looks outside. The birds looked frozen in mid flight and Jaune looks at Clockwork.

"What did you do?" Jaune asks and walks to Clockworks side. The large Chronosapien doesn't answer but he raises his hand and says.

"Time Reverse!"

The very air around the time being vibrated and the other look on in awe and fear. The remains of their dorms start rebuilding and reappearing. Their beds return to physical form and soon enough so does the floor. Their decorations slowly reappear and they look on as the left over ash flies toward their origins. With a final bright light, their doors return and lock. Clockwork stops and pulls back the green field. Ruby and Jaune blink as the light disappears and Clockwork turns around. He motions with his hand and says.

"Take a look.."

Clockworks face dims down and he falls back. Yang tries to catch him but fails as the weight catches her. The large body hits the ground with a 'thud' and his children release panicked screeches. Klaus appears on his chest and releases reassuring chitters. Klaus turns toward the others and nods. Ruby and Jaune gulp and walk over to their respective doors. With a gulp, Ruby pushes the door open and she feels her breath escape her. Weiss, Blake, and Yang follow in and gasp in shock. Their room was back and the exact same as they left it. Weiss walks forward and touches her bed covers. It was real, all of it was real.

"How?" Was all Weiss could say as she looked at the room in shock and happiness. No one answers her but Yang walks over to her bed and lays in it. She releases a happy sigh and watches as Blake goes through her book collection. The cat Faunus smiles as her favorite book comes into view. They all look up as happy squeals come from JNPR's room. They all walk out and look as JNPR looks around their room in shock. Happy screeches catches their attention and they look toward Clockworks body. The gears restart an he sits up. The Chronosapien looks up and is quickly covered in a giant group hug.

He groans and looks down at the teams smiling faces. He hears his body bend and break from the extra pressure and quickly says.

"Can you uh let me go now?"

They all respond quickly and Weiss asks.

"How did you do this?"

Clockwork blinks and innocently says.

"Do what?"

"These rooms were destroyed completely! And some how you fixed it like it never happened.." Weiss says with a tick mark on her head. Clockwork chuckles and decides to let go of the jokes.

"This form has the ability of Chronokinesis."

He looks up and is greeted by confused looks. He deadpans and says quickly.

"I can control time..."

He hears the shocked gasps and is quickly asked by Weiss.

"But thats impossible!"

"Honey, I do the impossible everyday. This is nothing to what I can truly do.." Clockwork says with a twitch of a nonexistant eyebrow. Weiss is about to retort when the intercom makes its presence known.

"Will all of the student teams report to the docks. All student teams, please report to the docks and if you have any injuries, please report to the infirmary."

Clockwork takes the chance to touch the Omnitrix symbol and reverts back to Ben. He looks at the others and jerks his finger toward the exit.

"You comin' or what?"

His children screech and fly ahead of them. Ben smiles at their faces and slowly makes his way down the stairs. He exits and looks toward where his children went. He sees them floating near a broken tree and he runs up to them. Team RWBY and JNPR aren't far behind him as they quickly run up beside him. Ben feels his mouth open slightly at the gathered students. Many of them seem tired but okay. Ozpin appears on the lift and begins.

"Hello students. Last nights storm caught us all by surprise and it was much stronger than anticipated.."

"_No duh. Never trust the weather channel.." _Ben thinks with a small snicker. He blinks as Ozpin starts announcing teams.

"Vale City was hit hard by the storm and they are requesting assistance. That is why I am sending you students there to help the proceedings go by safely. Please listen to the authorities and try not to damage anything else."

Dust ships lumber themselves toward the surprised students. Ben sighs and walks over to Ozpin. His children croon at him as he points at Ozpin. Ozpin looks at him with a raised eyebrow and Ben quickly elaborates.

"Can you please, watch my little ones until I am back. There are some things they shouldn't see just yet."

Ozpin makes an 'oh. sound and he bows toward Ben and says.

"It shall be my pleasure."

Ben nods in acceptance and tells his children to stay with the nice grey haired man and blonde haired witch. They croon and cry at him but Ben quickly shushs them with a little trill. They float up to him and nuzzle him before following Ozpin and Glynda with their wings drooped. Ben frowns a little before walking to the dust plane. The others are staring at him in confusion and worry. While the dust planes fly off, Ozpin feels a cold whisper go down his neck. He turns around and shrugs with a small thought on his mind.

"_That felt like a 'I will kick your ass, if my children get hurt' glare..."_

He never noticed the demonic form of Ben following his form as the plane flew away.

_At the dust plane._

Ben slowly returns his stare to the others. They are speaking to each other and some have frowns on their faces. Ben leans his head back and releases a nervous and sad sigh. If he knows anything about storms and what they do, he will have some trouble on his hands. He feels a tap on his shoulder and turns his head where the tap originated. Jaune is looking at him with worry and asks.

"Why did you make your kids stay at the school?"

Ben looks at the blonde haired knight and looks to the others. They also seem curious and Ben looks at them with a sad frown.

"This isn't going to be a normal clean up..." Ben says while he leans forward a little. His fingers intertwine and he hears Ruby ask.

"It won't?"

Ben nods his head 'no' and stands up. He looks outside and notices a chunk of land coming toward them. He decides to answer Ruby.

"A storm of that size isn't going to leave empty-handed."

He can imagine the confused faces of the other and he waits for the announcement. He doesn't hear it but the back end of the plane opens up. He walks forward to the ledge and the others follow. He hears their gasps and a few of the students throw up. The entire city was flooded and muddy water flows in and out carrying debris. Pieces of wood and trash congregate and make makeshift islands and if one would look closely, they would see vague human shapes. He looks around and sees some people waving at the planes from the roofs of houses. He gazes sadly at the image and says.

"As I said 'the storm didn't leave empty-handed."

He hears a lurch of a student close to him. He looked back at Jaune and frowns. He wondered if it was from his motion sickness or the sight of dead bodies floating throughout the town? Ben turns his attention to the piece of land, they were landing on. Various police men and women were helping people on to the shore. Medical teams were setting up tents. Children were crying and looking for a familiar face. The large plane touches the ground and Ben takes the first step off. The other teams quickly follow and are directed toward various jobs. Ben sees a police officer giving orders and starts walking toward him.

Team RWBY and JNPR don't know what to do except follow Ben. He arrives and taps the cop on the shoulder. He turns around and asks.

"What is it?"

"I want to help." Ben says with small smile. The cop snickers and motions to the medical tents. Ben shakes his head 'no' and quickly adds.

"Whats the situation?"

The cop glares at him and seems to think on it. He nods is head and asks.

"What can ya do?"

Ben grins and answers.

"Anything."

The cop frowns and motions for the teams to follow him. He walks over to a tent and pushes it open. Various police officer were answering calls and moving papers. The lead officer was at a large makeshift table and was giving orders. The younger cop walks to him and starts whispering in his ear. The old man looks toward Ben and nods his head and waves him forward. Ben walks forward and the old police officer says.

"What do you want to know?"

"Your name would be first." Ben says with a small smile. The old detective smiles and answers.

"Marcus Jupil."

Ben nods at the name and looks at the map. Bits and pieces of it were marked in red but a large amount was covered in black. Marcus looks at Ben and grunts before standing back a little. Ben decides to pop a question.

"Tell me the situation and all the details you got."

Marcus nods his head and leans over the map before beginning.

"The entire city is flooded and for some reason the storm drains aren't working. We have various boats out there patrolling and bringing in more survivors. No power and dead bodies floating down the streets. Whats not going wrong?"

Ben frowns at the information and looks at the map. He notices 3 distint marks named 'D1, D2, D3'. Ben points to them and says.

"These the storm drains?"

Marcus looks at map and nods his head in affirmation. Ben grunts a little and waves RWBY and JNPR over. Klaus chitters at them from Bens side. They walk over horribly slow and Ben points to the 3 drains. They blink at him and Ben looks up to Marcus.

"Do you know why they aren't working?" Ben asks and Marcus puts his fist under his chin and hums. Marcus takes a few seconds answer but the answer made Ben groan.

"Their probably blocked by debris and they might just be blocked at one spot."

Ben looks at map once more and takes notice of where the pipes supposedly end. He frowns a little as the map shows smaller drains but not an entrance. He looks at Marcus and orders.

"Tell your men to stay away from any large drains and tell the people to sit tight."

Marcus looks up confused and RWBY and JNPR follow Ben out of the tent. Ben walks to the edge of the swirling and angry water. He looks around for something and finds it via a young officer. He walks up to him and taps his shoulder. The cop turns around and Ben asks.

"Can I see your walkie talkie?"

The officer blinks at the request but he hands it to Ben. Ben lays it on a box and pulls up the Omnimatrix. He finds the form he wanted and slapped the dial down. Everybody covers their eyes as the bright green light blinds them. Once it died down, standing in Bens place was Upgrade. Some of the nearby people start to scream and move away and even some of the officers draw weapons. Klaus hisses at them from the Galvanic Mechamorphs side but Upgrade hushes him. Upgrade looks at the gathered people and waves at them. Some of the children wave back but are quickly silenced by adults. Upgrade looks at the walkie talkie and morphs with it.

A few bright green sparks come from the Galvanic Mechamorph walkie talkie before Upgrade demorphs. Jaune and Ruby look on in confusion and awe as Upgrade walks toward them. He holds out his hands and sitting in them are 8 small head sets. He motions for the others to grab one and they quickly do. Upgrade looks at them as they put on the ear pieces before slapping the symbol on his head. Standing in Upgrades place was Ripjaws and he decided to introduce himself.

"Ripjaws!"

_Omnimatrix database_

_Name: Ripjaws_

_Species: Piscciss Volann_

_Home Planet: Piscciss_

_The Piscciss Volann are a species of amphibious fish from the water planet of Piscciss. They are covered in durable scales that come in mostly grey to bluish grey. When they are young their teeth are external but become external as they get have multiple sets of gils on the side of their heads and an antenna for deep-sea diving. Their hands are razor-sharp claws that have 3 fingers and an opposable thumb. As they grow older, they will need less and less water. _

_They are incredible swimmers due to their speed and agility. Their mouths are filled with razor-sharp teeth, that have been shown to bite through almost anything. They can unhinge their lower jaws to hold larger objects in their mouthes. They are masters of aquatic combat. They can withstand the crushing pressure of the ocean with relative ease. They can walk on land nut their powers are severely weakened. Their only major weakness is that they can not stay on land for long. If they do, they can dehydrate and die. They are not picky eaters. One of Bens favorite alien but cannot be used due to the land weakness._

_Database end._

Ripjaws releases a high pitched squeal and jumps into the muddy water. His head pops up a few seconds later and he throws Klaus to Jaune. Jaune catches the small bag and looks at it. Ripjaws looks at Jaune and he explains.

"Those headsets are directly linked to me. That means you guys can contact me while I unblock the pipes. Just put your finger on the small round piece and it will do the rest. Also, Klaus mind Jaune while I'm away."

They all look at each other and back at Ripjaws. He motions for them to test them and they do. Klaus releases a few giggles at the teams before jumping from Jaunes hand and into the forest. Ripjaws looks at Jaune and points to him.

"I want you to guide me to the main drain."

Jaune blinks and points to himself. Ripjaws smiles showing his sharp, jagged teeth. Jaune blinks once more before asking.

"How can I do that?"

"I sent you a upgrade. This upgrade will let you track me via echo location." Ripjaws exclaims and Jaune pulls out his scroll. He opens it up and sees a new message. He opens it and nearly drops it in surprise. The entire city was on it and 8 small green dots were blinking. He looks at it and looks for the main drain. He finds it and points to the north east of Ripjaws.

"That way should lead you to the main drain."

Ripjaws nods his head and waves at them before diving in the water. Jaune looks at the others and shrugs his shoulders. They frown before walking off to help with the other provisions. He turns around to the muddy water and whispers.

"For some reason, this seems like a bad idea..."

_With Ripjaws_

Our resident Piscciss Volann sighs to himself as he dodges another up rooted tree. His gills quiver slightly as he dives a little deeper toward the underwater streets. He slowlt moves away as a free floating car passes him. He looks down at the Omnitrix symbol and says in his normal garbled voice.

"Am I getting close, Jaune?"

He hears a slight squeak from the other end and is quickly deafened by a high-pitched screech. He pulls away slightly and waits for the reply. Jaunes voice comes through deafened by the water but loud and clear for Ripjaws.

"The entrance should be a few more blocks ahead of you. Sorry for the delay. And the squeak... It was a mouse..."

Ripjaws snorts to himself and says.

"Thanks and sure it was. Also, Jaune I've been in the super hero business far to long to be fooled by a joke like that. Next time buddy."

Ripjaws returns to swimming and he quickly notices something in the water. There was something following him and it was fast. He picks up speed and sees the entrance to the pipe. He radios in.

"I've found the entrance. It was blocked by some wood and rocks."

He picks up the largest rock and moves it away. The flow starts back up a little and Ripjaws moves the final piece of wood away. He looks at the crate and grabs it. He pulls it off with practiced ease. He pushes through the small hole and looks around at the large drain pipe. He whistles lowly but it sounded like a low pitched whine.

"This is pretty big, for a storm drain anyway.."

He waits for the flow to pick up and he starts following it. The flow takes a sharp turn and Ripjaws prepares for the sight. He looks at the darkened tunnel and increases his lures brightness. The sight that greeted him appalled him and confused him greatly. Large amounts of trash and debris had collected into some type of large stopper. He could literally see the pop and aluminum cans from his distance. He swims up to it and radios in quickly.

"Found the problem. Large amounts of trash has collected into a large gate and its stopping the water from leaving the pipes."

He swims closer to it and sees some holes in the structure. He looks through one and frowns at the darkness a little before wading away from it. He looks around for soe type of weak spot or break in the structure. He finds it in the form of an old rusted pipe. He quickly pushes through the current and takes hold of the pipe and pulls. It doesn't budge and Ripjaws flares his gills agitated at the blockage. He tries to think of a way to get rid of the pipe and he finds one way. He swims up to it and opens his large mouth. With great ferocity, he bites through the rusted metal causing the structure to bend and break.

He backs up nd grabs onto the wall as the water bursts through the trash and torrents toward the end of the pipe. He waits for a few seconds until the water is calm again before swimming back to the middle. He looks at the retreating trash and smiles before turning around. He stops dead when he feels a presence behind him. He doesn't answer when the Omnimatrix symbol chimes and Jaunes voice comes through.

"You did it Ben! The water is going down and from what I can see, the others pipes have been unclogged as well. Fucking brilliant!"

Ripjaws doesn't answer as his eyes dart around the area trying to find the disturbance. He sees movement and follows it but shuts his eyes as the lights turn on. He hears Ruby's excited voice come through.

"Hey! They got the secondary generators running. You should have some light to see by now Ben."

Ripjaws frowns at the Omnitrix but returns his eyes to the beast in front of him. It had the vague look of a reef shark but its primary color was black. Its back tail fin was scarred and was missing some parts to it. Its black body had scratches and burns though out it. It's dorsal fin was covered in a white bony armor that looked plated. Its 4 small beady eyes followed his every movement and its large gills flared with large gulps of water. Its mouth opens showing decaying teeth and Ripjaws flinches a little at that. He looks at the Omnitrix slowly and says lowly.

"That's great and all but I'm in one hell of a pickle. And I need silence, if I want to survive without some scratches and scars."

He doesn't hear anything for a few seconds before Yang's cocky voice comes through.

"What'cha having problems with fish man?"

Ripjaws gills flare a little at the nick name but answers a little.

"I'm looking at a shark Grimm and its looking right back at me."

The shark Grimm starts swimming toward him and Ripjaws stiffens a little. These Grimm were known by the names of "Scourges of the sea" and were feared by even S class hunters. Their teeth could bite through some of the strongest metals on Remnant and keep going. The shark decides to speed up a little and Ripjaws takes off in a burst of speed. The shark lunges at him and he moves back before swiping at the Grimm with his claws. It hits flesh and causes blood to flow freely. The shark squirms in pain for a few seconds before snapping at the Piscciss Volann. Ripjaws smacks his tail against the beasts mouth and watches as it swims a few feet away.

The shark and Ripjaws start circling each other slowly before Ripjaws takes the initiative. He lunges forward and ducks as the shark swipes its tail at natural predator instincts kick in and he growls lowly. His mouth opens and he bites the sharks upper body. The shark starts swimming into the wall trying to get the fish man off of its body but it doesn't work. Ripjaws bites harder and hears some quick puffs of Water. The shark slows down and Ripjaws let's go. He watches as the shark swims around slowly before turning around toward the Piscciss Volann. Ripjaws looks at the large bite mark he left and frowns a little but shrugs it off. Theses grimm get in fights constantly, so it should heal within a few weeks. The shark looks at him with weak eyes before turning tail and swimming away.

Ripjaws shakes his head to free himself of the urge to chase the shark and eat it. He starts swimming back toward the entrance and looks down at the Omnimatrix symbol. He sweat drops as he notices that he turned off the communication module. He turns it back on and is assaulted by Jaunes worried voice.

"Ben! Ben can you hear me? Come on buddy, answer..."

Ripjaws smiles at Jaune worry. He worries to much...Ripjaws answers the question.

"Yes, I can hear you. So please stop yelling..."

He waits for the response but hears none. He shrugs his shoulders and swims out of the entrance. The water was quickly draining and Ripjaws picks up speed. He looks up and sees the water slowly getting lower. He starts to swim faster and he quickly arrived at the little hill. He jumps out of the water and lands on the ground with a satisfied huff. The Piscciss Volann blinks at the gathered people and calmly waves at them. He turns his head to the left when some shuffling is heard. Team RWBY and JNPR burst out of the crowd and look at Ripjaws in relief. He smiles a little and feels a small tug on his webbed hand. He looks down and blinks a little at the sight. It was the little cat Faunus from when he was Goop.

He looks around uneasily at the other people and gulps a little. His gills flare a little and start to dry but he ignores it. He bends down to the little girls height causing her to back away slightly. Ripjaws eyes soften a little and he releases a low purr and growl. The little girl gulps a little and walks forward. Ripjaws decides to ask the question.

"Hello little one. What is your name?"

The little girl squeaks at his voice and hides behind her ears. He chuckles a little and the noise makes the girl look at him. She looks down timidly and starts to twirl her foot into the wet ground.

"Do you know the green slime super hero?"

Ripjaws blinks at the question but nods none the less. The girls eyes brighten and she starts to smile widely. She reaches into her muddy dress and pulls out a small misshapen doll. Ripjaws blinks at it and realiases that it as Goop. Its body was made of a bright green fabric and his eyes were represented by small yellow buttons. His UFO was a ben coat hanger. He smiles at the sight and the little girl begins.

"Can you..um..give this to him? Tell him it's from Eleanor Bright.."

Ripjaws looks at Eleanor in happiness and he gets up and says.

"Before I do that, would you like to meet him and give it to him in person?"

Eleanors head shoots up and she nods vigouresly. Ripjaws nods and says.

"Well alrighty then..."

He slaps the Omnitrix dial on his belt and a bright green flash takes every one by surprise. When the short blindness wears off, everyone blinks and stares at the figure in front of the girl. Goop stares at the surrounding people before moving his eyes back to the little girl. She was looking at him with bright eyes and a small grin, that was missing some teeth. His gets down on 1 knee and says.

"You wanted to meet me?"

He doesn't get the answer but he feels the girl try to hug him. He wills his ooze to stay in place and watches as the girl nuzzles into his chest. His large arms wrap around her ,giving her a large gentle hug. She backs up and looks back at the others with a big excited grin on her face. She reaches out with the roughly made doll extended and Goop takes it in his hand. He traces it and says.

"Thank you, Eleanor. You are very brave to give this to me.."

Eleanor tilts her head and squeals before hugging his legs. He pats her head and starts walking to the others. Marcus walks out of the tent and smiles at the sight of Goop. He walks forward and takes Goops large hand in his own and shakes it up and down.

"I don't know how you did it nor do I care but that little stunt, really helped." Marcus says with a grin. Goop nods his head in affirmative and looks at the decreasing water. His scratchy, radio voice breaks through the silence.

"The water should be down with in the hour. We shall help with clean up and other things."

Marcus nods in acceptance before shaking Goops hand once more. He walks back into the tent and Goop turns around with Eleanor still on his legs. Jaune walks forward and smiles. Goop returns the gesture and looks to his left as Nora pokes his gelatinous body. She grins and plucks a piece of it off and starts stretching it. The small green ooze stretches and bends to any shape, she could make and Goop chuckles as he wills the 'goop' back to him. He looks up at the small UFO and says.

"Omnitrix. Command Code 1010. Tennyson Benjamin. Engage Life - Form Lock."

The small UFO beeps and replies in a nigh exact copy of Bens voice.

"Engaging Life - Form Lock. Engaged.."

Goop jerks a little as the chip does its job but he quickly rights himself. He turns around and starts walking toward the other tents. He looks behind him and says to the others.

"Come on, we got some work to do."

They all blink and scramble to other places. Goop notices Weiss strange glare bt shakes it off. He looks down to little Eleanor and smiles before moving to the medical tent. They had a long way to go before they could go home.

_Time skip: 4 hours later ( 7:00 p.m.)_

Our resident Polymorph releases a soft trill as he desolves a pile of trash and debris. He hears some commotion behind him and smiles a little. Little Eleanor was helping by picking up sticks and small things of debris. The others were helping as well. Jaune and Pyrrha were helping by handing out food and water for everyone. Yang and Nora were helping some of the construction workers destroy the boulders and trees that were uprooted. Ren and Blake were helping the elderly and children around the area. Ruby was running around helping out anywhere she could and Weiss was helping the police officers obtain order. Goop ponders a little on the white haired heiress. Ever since he first transformed in front of them, she has been giving him the stink eye. He hears some soft chittering and looks toward a destroyed house.

Klaus jumps out of it and trills happily at the sight of Goop. Goop smiles and picks up the small magical bag.

"Klaus! Where have you been my little friend?"

The little bag chitters up at him and opens his zipper mouth. Goop blinks and reaches into it. He grabs something and pulls it out. He releases a happy little trill and nuzzles Klaus to his 'goo' face. Sitting in Bens hands is a little cartoon pendent. The strangest part of the pendent was the color scheme. One side was completely black and the other was completely white. The black ones smile was like Bens evil smile and it had a single red-eye. The white side had a gentle happy smile on it and its eye was a light red. Ben used to take that little pendent everywhere before the transportation. He feels a slight tug on his lower leg and looks to the source. Eleanor was pulling at his leg and reaching for a pick up. He smiles to himself and picks her up, his ooze forming around her in a tight grip.

Eleanor giggled and blinked at Klaus. Klaus chitters at her and nuzzles her face causing Eleanor to giggle and squeal. Goop hears someone call his name and he turns to find the voice. It was Jaune and he was waving at him from the landing zone. Goop starts walking to Jaune, waving at some of the people. He looks up and blinks in surprise at the sight. The entire sky was full of stars and constellations. He smiles at the sight and releases a small sad trill. He really missed going out into space and seeing new planets and meeting new people. Eleanor pokes his head with her finger ands giggles as it goes through the goo. Goop looks at Eleanor with a small nonexistent smile and he wonders something.

"Excuse me, Eleanor? Where are your parents?"

Eleanor looks down at Goop with what he would consider, a sad look. She answered and Goop feels him self fall into a sad puddle.

"Mommy and Daddy hid me away, when the mean storm came. I couldn't find them, so I waited until I was found by the nice people."

Goop stops at the foot of a hill and thinks on this. Her parents could very well be dead and Goop knows it. He doesn't want to admit it but it is a possibility. He starts up the hill with him saying.

"Your parents are probably just lost. They'll find you after the clean up is done."

Goop looks around for Jaune and finds him near the others. They were all smiling and speaking to each other and Goop looks up as a dust plane lumbers toward them. He jogs over and Jaune decides to answer.

"Headmaster Ozpin wants the students to be back at Beacon to help with the repairs. He said we can come back tomorrow, if wanted."

Goop nods his head and sits Eleanor down. He points at Jaune and then at Eleanor before walking toward Marcus. Marcus was helping get a secondary generator up and he blinked when a dark figure loomed over him. He turned around and swung at the person but blinked when his hand came back covered in a green ooze. He looked up at the annoyed glare of Goop and says.

"Whoops..."

Goop regrows the missing ooze and says.

"By any chance, have you found anybody by the last name of Bright?"

Marcus blinks at the sudden question and walks over to a small table. He picks up a large stack of papesr and starts looking through it. A minute later, he looks back up and asks.

"Why the curiosity?"

"Their daughter is by herself and I really want to help her find them." Goop says while he looks to Eleanor. She was giggling as Jaune makes a goofy face at her and Goop releases a high-pitched squeak and Marcus smiles in understanding.

"We haven't found any body with that last name yet but more people are showing up. So there's a good chance that her parents can still show up."

Goop releases a sigh of relief and looks at Marcus gratefully. He turns around and starts walking back to the airship. He turns around and says.

"If you find anything out, give me a call."

Marcus nods at Goop and watches as he runs over to Eleanor and points at him. Eleanor looks at Goop and hugs him before running over to him. He smiles at her and watches as Goop gets on the dust ship. The large ships takes off and slowly lumbers off toward Beacon.

"Lets go get you something to eat, eh?"

_On the dust plane_

Goop sits down and looks at the retreating city. He sighs to himself and says.

"Omnitrix. Command Code 1010. Benjamin Tennyson Disengage Life - Form lock."

The small UFO beeps and says.

"Disengaging Life - Form lock."

A bright flash takes the ship by surprise and Ben is sitting on the bench in Goops place. Ben sighs as he readjusts to his human form and leans his head back. He hears some people talking around him and he looks outside the window. He smile at the stars and puts his hand on the glass. Klauss chitters up at him from his side and Ben nods. He pulls up the small pendenent and looks at it before sighing. He hears someone call his name.

"Hey Ben.."

Ben looks up as his name was called and he finds the source. It was Weiss and he answers her.

"What'cha need Weiss?"

"Where do your transformations come from?" Weiss asks with a smug smile on her face. Bens eyes snap open and he looks at her in surprise. The others nod and Pyrrha chimes in.

"I wondered that as well..."

He looks at the questioning gazes and decides to answer without saying a thing. He points upward and says nothing. The others blink and follow his finger. Yang frown and says.

"They come from the sky?"

Ben shakes his head 'no' and chuckles a little. He walks over to the large window and leans against it. He turns to them and with the most badass back drop ever, asks.

"Do you guys believe in aliens?"

End of chapter.

**Authors note: This chapter was a total ass hole to write. I kept forgetting to add Klaus into the story. But away from that little spectacle, you guys are awesome. You guys and girls have been giving me good reviews and ideas, and I'm sorry for any grammar or spelling mistakes in this chapter. I don't deserve your praise. Ruby's fight should be next and for Weiss's, Ben will be switching out forms every so often. Thanks for everything and leave a review if you like. Put in some tips and tricks. I do take request's, If they are reasonable and I can write them correctly. Thanks for reading!**

**This is Luckyplains13 signing out!**


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